The Way We Were
by GeorgyannWayson
Summary: Olivia's music and carefree nature won the Once-ler's heart; The dreams and ambitions of the Once-ler intrigued Olivia. Together, they become a powerhouse of success. But when the forest is empty and the machines are quiet, can they outlast the guilt and shame of what they've done to not only the animals, but to each other?
1. Prologue

**The Way We Were**

**Prologue**

Ted sat on the usual rock right outside the Once-ler's window.

"So um, are you going to tell me how to get a tree tonight?" The Once-ler sighed. Ted's one-track mind was taxing on his nerves, but he was determined to hold out until he felt the time was right.

"All right, so the last time you were here, I told you about when I got to the forest and met the Lorax." Ted looked a little irritated that Once-ler ignored his question, but he stayed quiet. "Now, I'm going to tell you about someone else I met."

"You met someone else out here besides the Lorax?" Ted asked, looking somewhat interested now.

"Yes, I did." Once-ler paused. "Her name was Olivia."

"Oh, it was a girl." Ted grinned. "Was she cute?" Once-ler smiled.

"She was beautiful. She was also one of the most talented singers I had ever met. She could enchant anyone with her music; she was actually very instrumental to the sales of the Thneed."

"What happened to her?" Ted asked.

"That will be told at a later time." The wind died at those words. "I met her the morning after I got here. She woke me up from a dead sleep by playing her guitar by my window…"

**NOTE: Hello everyone! I'm a new writer here, and I can't wait to tell this story that I've been visiting and playing with over the years. Please, leave me a review and tell me what you think!**

**GW**


	2. Chapter One - The Voice of Angel

**Chapter One – The Voice of An Angel**

He was dreaming about Thneeds when a guitar started to play somewhere.

He snorted and slowly opened his eyes. The sun shone brightly in the tent through the open window. A shadow passed by, strumming a guitar and humming a tune.

"I hope they like this song…" The voice suddenly stopped. Once-ler sat up, rubbing his head. Hopefully, a nap would be just the trick to get his creative juices flowing again.

The Lorarx tried to talk to him about leaving again shortly before he went to sleep, but Once-ler wasn't going to leave. He had to make it in the real world with a real idea. He couldn't just go home and start over again; his family would never let him live it down.

He didn't care what it took. He wasn't going back there.

The Once-ler thought he was the only human that this forest ever saw. But he was proven wrong on looking outside the window.

A human girl was walking around Melvin, looking him over curiously. She was tall, like Once-ler, with wild and long curly black hair and tanned skin. She wore a summer dress, matching the pink tuffs of the trufulla trees and no shoes on her feet. She had laid her guitar aside to examine Melvin, who was chewing on a berry lazily.

"You're an interesting looking creature." She said, petting the mule's nose. Melvin closed his eyes, basking in the attention. "What could you possibly be?"

"He's a mule." Once-ler called out to her. She jumped and looked toward him. He had to catch his breath; even though she looked frightened, she was an extremely beautiful girl. Once-ler had to admit it to himself: girls back where he came from certainly didn't look like this girl did.

"Who are you?" She asked, coming toward him.

"I'm Once-ler." He said. "I just got here yesterday." She came up and stood in front of the window.

"Well, I have to say, you're the first person I've seen around here in….well, I haven't seen another human around here." She shrugged. "At any rate, welcome to the forest. I'm Olivia."

"Nice to meet you, Olivia." Once-ler looked around. "I don't see the Lorax around."

"He's with some the barbarloots by the north end of the river." Olivia said. "He should be back soon." Once-ler cleared his throat and put on his hat.

"Well, I don't mean to be rude, but I have to get some work done." Olivia's eyebrows went up.

"Work?"

"Yeah, I'm working on my invention, the Thneed."

"The what?" Olivia asked, looking utterly flabbergasted at what he said. Once-ler chuckled. Another person to run his sales gag to. He held it up and showed her an act that showed off the Thneed's amazing abilities. Olivia stood amazed with her mouth slightly agape after his presentation.

"And this is made out of the tuffs of the Trufulla trees?" She asked, feeling the material of the Thneed.

"Yep." Once-ler smiled. "You should think about buying one." Olivia smiled, letting the Thneed go.

"Maybe." She giggled. In the distance, the barbaloots and the Lorax came over the hill toward the tent. "Well, I'll let you get started on it. Good luck." Olivia went and grabbed her guitar, going toward the animals.

"Okay, everybody, let's gather around!" She called to them, motioning them toward the back of the tent.

Throughout the afternoon, Once-ler watched Olivia as she wandered the Truffula forest, singing nonsensical songs and wrote on a small pad she kept in her pocket. She played with the barbaloots and swamy swans and fed the Hummingfish in the stream. She played the guitar often for the animals, with the Lorax encouraging the animals to participate in the songs. Once-ler could see from his occasional glimpses outside that she and the Lorax were close, almost like a father and daughter. It was plain that they had known each other for a long time.

But he stayed inside, focused on his Thneed. He knitted all day long, but a part of him was longing to get to know Olivia. Not only was she beautiful, but her voice wasn't bad either. She sang mostly simple songs, smiling as the Hummingfish hummed with the tune. The Lorax got up often and conducted the small band with a furry finger.

"Hey Beanpole!" The Lorax called across the way to the Once-ler's open window. He looked up and saw the whole of the forest looking toward him, even Olivia. His cheeks got warm under her gaze. "Come out here, get away from that Thneed for awhile!"

How he wished he could. But the Once-ler put on a smile and waved the offer off. It wasn't long after he started knitting another Thneed that she came up to the window.

"I'll have to talk to him about your nickname." She chuckled softly at the Once-ler's startled response. "But really, you've been in here all day just knitting. Don't you ever take a break?"

"No time to take one." The Once-ler said, putting down his Thneed.

"I heard you practicing your jingle for the Thneed earlier. You're a good singer."

"So are you." Once-ler said, motioning to the swamy swans who were singing one of Olivia's songs in a small choir conducted by the Lorax. "They love it when you sing to them." She smiled, her teeth pure white against her dark red lips.

"Yeah, well, I sing for them mostly. I don't think I can get anywhere with this music."

"You could go a lot of places with a voice like yours!" Once-ler got to his feet, motioning above him. "Are you kidding?! Your voice is perfect for a catchy tune. Say…" He smiled, leaning down close to her face. "How about when my Thneeds get big, you compose a catchy tune and sing about them?" Olivia smiled an innocent smile.

"Why don't you try selling a Thneed first and maybe I'll think about it." She walked back to her usual rock and picked up the guitar, strumming a soft tune to calm the animals down. The Once-ler was glad as they turned their attention to her; they didn't see the red that had overtaken his face. He pulled the flap on the window down and went back to work.

Later that night, Once-ler opened the front door to let in some air and was shocked to see Olivia by the river, writing on a small pad of paper. Her hair was up in a messy bun, with curls springing out from all around her head.

"What are you doing out this late?" Said the Once-ler as he sat down next to her. She sighed dreamily.

"I love it out here." Olivia said, looking toward a sleeping pile of barbaloots. "I can't imagine what I would do if this forest disappeared." Once-ler looked down at his hands, too guilty to say anything. He knew the animals needed this forest, but he never thought that a human like himself would love the forest just as much.

"You and the Lorax are close." He finally said.

"Oh yeah." She chuckled quietly. "We are. It's been like that since my parents passed away. The Lorax has kind of taken me in, you know? He was wary at first…he always is with humans." Once-ler felt her eyes on him. "But I was so young, I was only 5. And when he heard me sing and every animal came to hear me…well, he knew I wasn't out to harm anyone." She sighed. "He's not just the guardian of the forest. To me…he saved my life." Once-ler fidgeted under the uncomfortable air that was surrounding him as Olivia told her story.

"So," Olivia said, putting away her notebook and leaning back to lay down on the grass. "Tell me about yourself." Once-ler laid back with her.

"Well….I grew up on a small farm back east. And I have two brothers…and of course, Mevlin." Olivia laughed.

"Melvin's a nice mule." They looked up at the stars, which seems so close in the forest. "Lorax told me you've chopped down trees for your Thneed.." Olivia finally said.

"Just one." He said wearily. "He got mad when he saw me cut down one the first day I was here."

"So do you have to chop down the trees to make your Thneed?"

"Well, I don't HAVE to, but it would certainly make it easier to make more of them."

"Why do you need to make more?" Olivia asked. "You haven't even sold one." Once-ler tried to get a reign on his temper; was everyone around here going to remind him about that?

"Well, when words get out about how great they are, everyone will want one."

"I guess…." Olivia stood up, looking down at him. "but you can find another way to make them without cutting the trees down, right?" Once-ler weighed his answer carefully. She was looking for the answer he wasn't sure if he could give.

"Yeah." He finally said. "I can find another way." Olivia smiled, clapping her hands together.

"I'm happy to hear that." She picked up her guitar. "I'm gonna head home. See you tomorrow." She walked off toward the dark forest and was gone. As he watched her, he sighed wearily. Olivia didn't understand, just like the Lorax didn't understand.

Maybe someday.

**NOTE: Here's chapter two! Thanks for any feedback!**

**GW**


	3. Chapter Two- An Understanding

**Chapter Two – An Understanding**

Olivia examined herself one last time in the low light of her bedroom.

She sighed, playing with her hair a little bit in the mirror and thought back to her outfit yesterday, cringing. That dress was so old and covered in stains of Trufulla fruits, animals and dirt. She probably looked like some sort of cavewoman to that Once-ler guy. The dress she wore today looked much better; the pale blue summer dress had been barely worn and needed some time out of the closet anyway.

She pulled out her small bag of makeup and stopped. What if she poked her eye with the mascara brush again? Or put too much blush on and looked like a clown again?

"No…." The bag went back in the drawer. "This will have to do." She smiled shortly and left her bedroom, slipping past her aunt Hattie's room. Hattie's snores drowned out the sounds of the stairs creaking and the front door shutting harshly. Olivia let out a deep sigh, and started up the road.

The town of Greenville slept as she walked through the town square and toward the Trufulla forest. There was nothing like the smell of the forest to rejuvenate her spirit. The tree's scent filled her nose with sweet and creamy smells of butterfly milk and ripe Trufulla fruits as she stepped over the fence. Taking a deep breath, she held it in, letting the smells bathe over her tongue. She pulled out her pen and pad and started walking, scribbling down some last notes to her new song.

To her surprise, the Lorax was up, walking along the stream when she came.

"You're up early." He commented, stopping as she took place beside him.

"I couldn't sleep." She said, brushing her fingers along the top of the flowers as they walked. She looked toward the Once-ler's dark tent as the sun started to rise, bathing the forest in a soft glow of purples and yellows. Yesterday, there was just Olivia that wandered along the streams, appreciating the beauty of what laid beyond the busy town where she lived. Now, another human being had come and actually made his makeshift home in the middle of what she considered her safe haven. She felt a slight twinge of jealousy; if only it was that simple for her to leave town and live in the forest forever.

The Lorax followed her gaze toward the tent. He had a feeling that her insomnia had something to do with Beanpole.

"So what do you think of him?" He asked casually.

"He's…different." Olivia was thankful for the darkness that concealed her blushing cheeks. The Lorax would freak out if he knew Olivia was curiously attracted to Once-ler.

"Yeah, he's okay." The Lorax agreed. "A bit overdramatic, though."

"You would know." Olivia muttered. Lorax scoffed, looking offended.

"What do you mean by that?"

"Coming out of a tree stump through a bolt of lightning isn't exactly a quiet way to get here."

"Hey, hey, hey." Lorax pulled Olivia to a stop and stood in front of her, pointing up to the sky. "You know as well as I do that I didn't sign up for that."

"Of course not." Olivia smiled sarcastically. "How about threatening him yesterday? 'You have been warned'?"

"Oh," Lorax rolled his eyes. "Well-" The tent flap suddenly opened and Once-ler stepped out, stretching his long arms toward the sky. Olivia bit her lip and shuffled, brushing some invisible thing off of her skirt.

"Morning." He called over to Olivia and Lorax. "Did he tell you about what happened to me last night?" Olivia looked down to Lorax; he was looking all around, trying to find a distraction.

"Last night?" She repeated.

"Oh, I think I hear the Hummingfish humming out of tune. Better go fix that." Lorax shuffled off down the stream quickly, leaving Olivia baffled as Once-ler walked up to her.

"The Lorax and the animals put my bed in the river last night." Once-ler said matter-of-factly, straightening his shirt.

"The river?" Olivia looked toward the wild falls toward the south of the forest.

"Yep." Once-ler confirmed by the direction of her gaze. "But he ended up changing his mind and saving my life instead."

"Well, how nice of him." She sighed. "I'm so sorry that happened. He can be a little…unreasonable at times."

"A little?" Once-ler said, sounding extremely skeptical.

"Okay, so he can be outright irrational." Olivia laughed. "He's always been like that." She looked up at Once-ler. "But you seem to be okay." He shrugged.

"Took me a couple of hours to fix my bed, but it's all good now." Some of the barbaloots were playing leapfrog, with the biggest one stuffing his face with the fruits of the tree beside him. Olivia chuckled.

"So what are your plans for the day?" Once-ler smiled at the sight of the barbaloot pile up post game.

"I thought about going into town and trying to sell my Thneed."

"Oh, really?" Olivia cleared her throat. "Not sure you want to do that."

"And why not?" Once-ler asked, starting to walk back toward his tent. Olivia followed him to the inside, watching him throw his Thneed around his neck.

"I live there, and those people are rough." She said with a hint of warning in her voice.

"This new jingle I composed is going to blow some minds and sell some Thneeds!" He turned around so she could see his completed ensemble: the same clothes and hat as yesterday, with his guitar and shockingly pink Thneed around his neck.

"Is this what they call good economics?" Olivia asked dryly. Once-ler scowled.

"You can insult me and my Thneed if you want, but this will sell."

"How would you know?" Once-ler paused, strumming some stray notes.

"This is what everyone needs-"

"Everyone has a different concept of what is needed." Olivia said.

"As you've been so kind to point out to me constantly." Once-ler walked past her and out of the tent. "Maybe you should come by the gazebo and see me later. I'll be raking in the money and you'll be sorry." Olivia stared at Once-ler's back as he walked toward town, utterly exasperated, yet strangely excited. Even though the odds were stacked against him, she had to admit, he wasn't a quitter. That was a huge difference from the guys that lived in Greenville…from EVERYONE that lived in Greenville, she thought.

Lorax came back. "Where's Beanpole? You two have a spat?" She scoffed.

"More of an understanding." She murmured. She picked up her guitar and sat on her usual rock. "All right, everyone!" She called, strumming the notes to a new song. "Gather around!" Thoughout the day, she sang her new song and by nightfall, the animals knew it by heart.

As Olivia got up to go back home, the Lorax walked with her to the fence.

"How's life in Greenville?" Olivia and Lorax watched as the shops around downtown started to close for the night.

"It's life, I guess." She sighed, kicking some rocks.

"Is something wrong?"

"No, no, just…" Olivia looked down at the Lorax, who was already looking up at her with the concern of a parent. "I love being here."

"I know you do." Lorax nodded toward town. "But you live there."

"I wish I could be here all of the time, Lorax." Olivia took a seat on an old bench. Lorax sat beside her. "People make fun of me for always being out here and singing songs to the animals." She thought back to some of the jabs and jeers she got from some of her former classmates: freak, psycho, and so on.

"Does that bother you?" Lorax asked.

"Not really, I just…" She looked at him. "I don't fit in there. Greenville is so cookie-cutter; it's all about getting married, having a family and just being content with a quiet life." She sighed, shaking her head. "But something inside of me knows that's not what I'm meant to do."

"Olivia, you're young." Lorax took her hand, petting her palm with his long, furry orange fingers. "It's going to take some time to find out what you're supposed to do. All young people go through this." She thought about Once-ler. He was young too, yet he knew what he was supposed to do: sell his Thneed thing. Why, Olivia thought to herself sadly, couldn't I be like that?

What was his secret?

"Anyways," she got up and stepped over the fence, looking back at the Lorax. "I'll see you tomorrow." From a distance, Once-ler watched from his tent window as Olivia walked up the street into downtown Greenville. He turned to the Thneed soaking in the tub of soapy water. Those tomato stains were going to be hard to get out, but he had to go with a clean Thneed tomorrow. He scrubbed the Thneed and thought about Olivia.

He couldn't see how she could be so happy. He had a plan for his life, yes, but true happiness evaded him. Olivia looked so content and beautiful sitting with the animals today when he came back from town. He watched her throughout the afternoon with a twinge of jealousy; what was her secret to such simple happiness? He sighed and gave up on cleaning the Thneed, shutting off the lights in the tent to lay in bed. If only happiness were that simple.

**NOTE: I have no reason for such a long update except one word: Chemistry. And that is all. I promise, the next update won't be so late. I'm done with the next chapter, I just have to edit it. Anyways, thanks for reading!**

**GW**


	4. Chapter Three- Love

**Chapter Three- Love**

Over the next few weeks, Once-ler tried to sell his Thneed and each time, he came home with no sales and an even deeper sense of discouragement. He spent hours in the tent, coming up with new sales pitches, more uses for the Thneed but went to bed at night even more stressed. Most days after trying to think of new strategies, he alleviated his anxiety and anger by paying attention to Olivia. He watched her run and play with the barbaloots, climb the Trufulla trees to hang out with the swamy swans by their nests and play poker with the Lorax, always seeming to win.

It was one day while watching Olivia skip rocks in the river that Once-ler made a very disturbing, yet exciting revelation: His attraction to Olivia was moving beyond platonic more and more each day. It was getting harder to keep himself distant from her; her presence drew him from the craziness of the Thneed and back to the real word of the forest and his surroundings. As the Hummingfish praised Olivia for a particular long series of skips, he lowered the flap on the window of his tent and went back to the drawing board for the Thneed, ignoring the inner protest of taking his eyes off her.

One particular morning, as the sky turned gray with rain, Olivia came to the tent dressed in a raincoat wearing a purple dress and bright red rain boots.

"Mind if I ride the storm out in here?" She asked. Once-ler smiled and let her in. As the rain fell outside, Olivia and Once-ler shared some pancakes with a pot of coffee at his table.

"So who do you live with in town?" Once-ler asked, pouring syrup over his pancakes.

"My aunt Hattie." He heard an undertone of bitterness in Olivia's voice.

"You two get along?" He asked casually.

"Not really." Olivia said. "You can tell I disappoint her. " Her statement was oddly matter of fact, as if they were just talking about the news.

"Why do you disappoint her?"

"Because when other girls were going shopping, going to the movies on the weekends and wearing makeup, I was playing in the dirt with the animals and singing nonsensical songs to them." Olivia scoffed. "She also didn't really want me after my parents died. She was recovering from a bitter divorce, and I was just added burden to her situation." Her eyes turned dark as she studied her coffee, swirling the contents around in the mug quietly. Once-ler could tell he hit a nerve with her; he cleared his throat.

"You know, she and my mom should talk." He teased lightly. "My mom considers me the weird child out of my brothers and I." Once-ler swallowed, and looked down at his pancakes, stuffing his mouth full. He couldn't believe he brought up his mother and brothers of all people. Olivia reached over for the syrup as Once-ler reached to hand it to her. Their fingers brushed and they each pulled back quickly, shocked by the quick contact. Once-ler's fingers burned where she touched him. He fought to keep a straight face as they ate the rest of their meal in silence. When the rain finally passed, Olivia awkwardly thanked him and quickly left without another word.

As the days passed, Olivia watched as the Once-ler paced in his tent, throwing papers and objects and looking utterly exhausted. He didn't know it, but on the days when she stayed in town, she watched him in the town square singing about his Thneed. Her heart ached every time she watched him go back to the forest with nothing sold.

She didn't bring up those days when she went to visit him; mostly, they kept the subjects they talked about very superficial and safe. It wasn't very often, but sometimes, they would walk for hours through the groves of trees. They ate Trufulla fruit, spent time with the animals and just talked. Weeks passed, and Olivia found herself going home at night and sitting at the window, wishing for the sun to rise faster so she could get back to the forest…and to Once-ler. She smiled, laying her head on the windowsill. She was starting to really fall for him, and she couldn't even stop herself.

One morning, she was strumming her guitar by his window again, muttering some new lyrics.

"That song new?" Once-ler came out of the tent.

"Yeah." Olivia wrote on her pad again. Some pages fell out of the book to the ground.

"Why don't you get a new pad?" Once-ler asked, picking up some of the pages. The way she wrote songs was certainly unique: she wrote her songs from the top corner of the page down, with lines and arrows pointing every direction. How in the world, he thought, does she read this?

"Eh…I don't know, I'm just attached to this one, I guess." She wrote furiously, stopping briefly to look up at him.

"Hmm." Once-ler handed back the pages and Olivia walked off to her usual rock to sit down and sort them. After a couple of seconds, he went back into the tent and started to look through his drawers. He knew he had one somewhere…

As Olivia was preparing to sing to the animals, Once-ler came and sat, holding a baby barbaloot in his lap. Lorax smiled.

"Beanpole! You finally decided to join us!" Once-ler smiled, and looked at Olivia, who was smiling knowingly back at him. She started to play. He enjoyed watching the animals sing along with her songs and the Lorax doing his usual conducting with his long furry finger. Before anyone knew it, the day was over and the animals each retreated to their resting places, quietly humming and singing Olivia's songs.

Olivia slung her guitar around her body and started back toward the fence to town. Now was his chance.

"Olivia!" Once-ler called, jogging over to her. "I found something in my tent that you might like." He was holding a notebook in his hands. It was small and sturdy, with a deep olive green colored cover and a heavy spiral to keep it all together.

"Once-ler…" She looked speechless. "You didn't have to do this."

"I know, but…" he smiled sheepishly. "you need it more than me." She looked up at him, and without warning, stood up on her toes and kissed his cheek gently.

"Thank you." She whispered in his ear. She turned and walked away with the notebook clutched to her chest, grinning as much as her face could handle. Once-ler turned and went back toward the tent, hiding his own smile.

He lay in bed, looking toward the dark ceiling. Immediately, as if on cue, thoughts of Olivia started to fill his mind and senses. He could smell her hair, feel the softness of her skin, and hear her gentle voice. His mind pulled a song of hers to the forefront and he started to hum it, thinking about what she would look like if she was in his tent singing to him.

He sighed deeply, falling into a restful sleep. He couldn't deny it anymore. He was falling completely and madly in love with Olivia.

**NOTE: New chapter, yay! Also, I would like to reply to bellechat:**

**Originally, Olivia was going to be living in the forest all of the time; I designed her first conversation with Once-ler to lean that direction. But after some thought, I decided her living in Greenville would give her character more depth and give me more material to work with. I figured their talk was opened-ended enough that I could change it around.**

**Anyways, thanks for any reviews!**

**GW**


	5. Chapter Four- Fire

**Chapter Four- Fire**

"So what's she like?"

"Who?"

"Your little friend." The Once-ler said. "The one you're doing all of this for."

"Audrey?" Ted asked, a little taken aback by the Once-ler's question. "Well…she's tall with bright red hair and…freckles…a beautiful smile…" Ted slowed down. "I think she's a lot like Olivia, actually." The Once-ler looked very interested in the comparison. "Like…they both have the same carefree spirit and dreams for something better than what they see."

"She sounds like a keeper." The Once-ler said warmly.

"Yeah…" Ted sat down on his usual rock. "So, last time you were telling me about how you and Olivia were starting to fall in love." The Once-ler was quiet. "But you still haven't mentioned how she was involved with the Thneed."

"We're getting there." The Once-ler waved away Ted's curiousity. "One word, Ted: fire." A look of interest and confusion settled onto Ted's face as he watched the Once-ler fix his gaze on the glowing town of Thneedville on the horizon. "In every sense of the word." The Once-ler cleared his throat. "None of us were expecting it…"

* * *

"Fred came here looking for you yesterday." Olivia's aunt Hattie stirred her coffee at the counter slowly. Olivia, who was sitting at the kitchen table, groaned, provoking a sharp gaze from Hattie. "He's a nice boy; give him a chance."

"He's not my type."

"No one in this town is apparently your type." Hattie slammed her hand down on the counter. "I don't know what to say to you anymore, Olivia-"

"Then don't say anything." Olivia got up sharply, walked to the counter and reached for her pad and pen, but her aunt's firm grip on her wrist stopped her.

"How long are you going to continue to prove this town right?"

"'Prove them right'?" Olivia repeated, turning to look at her aunt's stone cold gaze. "What do you mean by that?"

"You know exactly what I mean." She let her wrist go. "You know what people say about you." Olivia stared at her, clenching her jaw as the whispers of the insults came back to her mind.

"I'm aware."

"You must like being the town freak, Olivia." Hattie's words made Olivia flinch like she had just been slapped. "I don't see any other reason why you would be this way."

"Maybe it has nothing to do with you." Olivia stressed every word. "I know that you're disappointed in me, but you could at least try to hide it a little."

"Why bother to hide it when it's so apparent?" Hattie scoffed, walking away from Olivia and to the couch. "Go on, Olivia; go fulfill the town's prophecy about you." Olivia grabbed her guitar, pen and pad, gave her aunt one last hateful look and slammed the front door behind her. She blinked back the tears as she walked down the road to downtown Greenville.

As she stormed through town, a voice called out.

"Olivia!" She groaned softly, recognizing the voice and turned around with a smile.

"Hi, Fred." She said. Fred, a tall red-headed boy, ran awkwardly up to her. He looked a bit lost for words for a second, but after sizing her up, he fixed his eyes on her feet.

"Wow, you're wearing shoes today." He pointed to her feet, smiling.

"Um…yeah." She moved her feet awkwardly. "I don't usually wear them if I'm going to the forest, but I thought I would do something different today."

"Oh, you're still doing that?" Fred asked, his smile slowly dropping. "I thought you would be done with that by now." Olivia clicked her tongue.

"You mean going to the forest? Yeah, I'm still doing that. And I'm still writing songs."

"Well, that's….that's…" Fred pursed his lips. "Great?" He grinned shyly. She took a deep breath, letting it out slowly.

"Yeah." Olivia said, looking away for a distraction.

"You know, I was thinking, Olivia, that maybe on Friday night we could go out for coffee…" his voice faded as Olivia focused her attention toward the gazebo. Once-ler was setting up with his guitar and Thneed, strumming some chords. A small crowd started to gather around. Fred followed her gaze.

"Oh, that guy again." He said with a hint of humor in his voice. "He's been here every day trying to sell that Thneed thing." Olivia turned her body away from Fred toward the gazebo. "But he won't sell it." Fred continued. "Quite honestly, I don't see why he even tries."

"It's called perseverance, Fred. Something you wouldn't know about." Olivia said calmly. Once-ler started to play and sing. She guessed he didn't see the tomato stand right next to the gazebo and the people buying tomatoes by the pounds to throw at him.

"Look at him." Fred pointed and laughed as the people rained tomatoes on the gazebo. Once-ler stopped playing and started to look for a shield. "That's called not knowing when to quit."

"Oh, also something you don't know about." Olivia started to walk toward the gazebo, Fred following close behind. Once-ler had taken shelter behind the lid of a trash can with Melvin watching calmly from a distance.

"Hey!" Olivia shouted to the crowd. Everyone suddenly stopped what they were doing and turned to look at her. "That gazebo is brand new. You know how hard it is to get rid of those tomato stains you guys keep putting on it?"

"Olivia, what are you doing?" Fred asked as the crowd slowly started to turn toward her with tomatoes in hand. Once-ler slowly lowered the lid and watched too.

"If I tell that guy to leave," She pointed toward Once-ler. "Will you guys stop this?" Everyone mumbled in agreement and slowly, one by one, they left. After everyone was gone, Olivia walked up to the gazebo .

"I told you these people aren't the easiest to win over." She said.

"Yeah..." Once-ler stood and brushed some tomato from his shirt. Fred walked up next to Olivia.

"You know this guy?" Fred looked a bit repulsed.

"Yes, I do." Olivia said. "Once-ler, this is Fred. Fred, this is Once-ler. Now that we all know each other, you should get back to the forest before they come back and tomato us all."

"Thanks." Once-ler smiled and Olivia's hand shot up to the side of her neck to hide the red creeping up to her face.

"No problem." She mumbled. Once-ler walked past her and to his wagon, where he climbed up and headed back toward the forest. Fred came up beside her.

"So that Once-ler guy…." He looked at her from the corner of his eye. "How did you meet?"

"Forest." Olivia watched the wagon disappear down the road and around the corner. "He's just staying for awhile."

"Oh, that's…nice." Fred cleared his throat. "Anyway, about Friday-"

"You know, Fred, I'll be busy. In fact," she turned around to look at him. "I'll be busy for quite a while, so I suggest you stop asking me out."

"Come on, Olivia-"

"No, just don't." Olivia felt the words tumbling out of her mouth before she could stop them. "I'm tired of getting made fun of by everybody for what I do in the forest." Fred looked as though he was fighting for the words to say.

"You have to admit, it's kind of odd-"

"And also," Olivia continued loudly over Fred's voice. "you're just asking me out because no other girl in this town will go out with you." She didn't know if that was true, but Fred's sputtering and deep magenta face was her sign that she was probably right.

"I can't believe you! You're lucky any guy wants to go out with you at all; we all think you're a freaking psychopath!" The air turned dead and still at his words. Olivia glared at him.

"I don't care what people think about me in this town." A tone of finality sealed her words and she turned to walk away toward the forest.

Later, after assuring the Lorax she was tired and just needed some time alone, Olivia walked to a deep grove of Truffula trees and laid down on a soft pad of grass, staring through a hole to the dusky sky. The words of her earlier conversations with Hattie and Fred came back to her. All of her life she was an outcast in Greenville, but their words made it more of permanent reality. She was the ultimate town freak.

She pawed at cheeks, sniffling back tears, but after a while of fighting it, she let them fall freely. She cried without reservation, the tufts of the trees muffling her sobs. As she tried to compose herself, a voice spoke from behind her.

"Are you okay?" Once-ler asked. Olivia didn't move, but coughed.

"I will be." Her voice was thick and croaky

"What happened?" To her surprise, he sat down by her, looking genuinely concerned. She wiped her cheeks and stared into the darkness of the grove for a long time before answering.

"Have you ever felt out of place?"

"Oh yeah, my whole life." Olivia looked at him. Once-ler chuckled sadly at his own words. "I've never fit in with my family."

"I know how that is." She swallowed "I sometimes wonder if there's something wrong with me." Once-ler stared at her, silent at her statement. The setting sun highlighted the shape of her lips, neck and chin as she stared ahead, deep in thought.

"There's nothing wrong with you." He said quietly. She scoffed.

"Yeah, okay."

"I'm serious." Once-ler's tone grew serious, and she turned to look at him. "There is nothing wrong with you." He said again. "In fact…you're perfect." He scooted closer to her, touching her hand with his fingers. She let out a shallow breath; he was so close…

"I…" she felt his fingers travel up her hand to her wrist.

"You're so beautiful, Olivia…" Once-ler's forehead rested against hers. For a while, they relished in the feel of being near each other. The forest's sounds faded to the point where Once-ler could only hear his racing heart. He had never been so close to a woman before, but being right next to Olivia in the forest felt so…natural. He was hypersensitive to every rise and fall of Olivia's chest; of her hair tickling his lips and her fingers touching his chin.

If that was what desire for a woman felt like, Once-ler could see why it was so addictive.

Olivia leaned up, her lips so close to his…

"Olivia! Beanpole!" the Lorax came running through the trees. Olivia and Once-ler separated, awkwardly looking opposite directions and trying to control their breathing. "There's a fire in town!"

"What?!" Once-ler only saw Olivia shoot up to race through the trees and to the fence into town. Down the road, by the outskirts of town, a huge fire was angrily burning. Olivia's stomach dropped and she hopped over the fence, ignoring Lorax and Once-ler's protests. She ran all the way through downtown and toward the fire, putting her back in the neighborhood of her aunt's house. A huge crowd was gathered around the blazing house, screaming and crying. Olivia looked quickly around; Hattie wasn't there. Suddenly, the firefighters start to push everyone back, shouting to the crowd to stay safely back.

Olivia choked back a scream as the house collapsed to the ground.

**NOTE: Thanks for any feedback!**

**GW**


	6. Chapter Five- Aftermath

**Chapter Five- Aftermath**

All of her songs were gone; every picture of her parents was gone. Her life as she knew it had been burned away and was lost forever. Olivia sat on the curb across the street from the house and watched the firefighters put out the rest of the fire and talk amongst themselves. Neighbors that lived around her came out of their houses, weeping and crying. But not one person came to Olivia or even acknowledged her existence as they walked by.

"I can't believe Hattie's dead…."

"She didn't even run out of the house…"

"Poor, poor Hattie…."

It was more apparent to Olivia then than ever before just how invisible she really was. She got up and walked toward the wreckage of the house.

"Ma'am," one of the firefighters stood in front of her. "It's not safe." She shot him a dark look and went past him, stopping to stare at the rubble. There was no way that anything survived the blaze.

"Olivia." Fred walked up beside her, laying his hand on her shoulder. "I'm s-s-s-o sorry." He stuttered quietly. "Hattie…she'll be missed." He waited for her to say something, but she continued to stare ahead. "Olivia, say something, please." He pleaded softly.

Her life was gone forever. The words sounded like a foreign language to her mind.

"Olivia!" Fred said louder.

"Just…" She turned and pushed Fred aside roughly, walking past him and down the road to the forest.

The Lorax and Once-ler silently watched the smoke evaporate into the night.

"I hope Olivia's okay." Once-ler said, not sure of what else he could say. The Lorax's mustache drooped and he closed his eyes.

"First her parents, now her house…" he shook his head. "Oh, Olivia…"

"How do you know it was even her house?" Once-ler didn't know why he asked that, but he wanted some reassurance that maybe, just maybe, the Lorax was wrong. But the Lorax continued to ignore him, his little body shaking.

After a few minutes, Olivia came to the fence and climbed over slowly. Once-ler reached out to her, but stopped at the Lorax's movement toward her.

"Olivia…" Lorax said quietly. Once-ler felt his heart sink as Olivia let out a soft whine and fell to her knees on the ground, sobbing gut-wrentching sobs. The Lorax took her in his arms. Once-ler didn't even notice the animals coming to meet them; they seemed to come from all directions, slowing down to watch Olivia as she sobbed and mumbled into the Lorax's fur. Once-ler had a feeling that this was one of the few times the animals didn't see Olivia singing or happy and that it was a sort of surreal thing to see.

She got up and walked past everyone slowly.

"Where's she going?" Once-ler's quiet question seemed to startle everyone.

"She'll be back soon." The Lorax motioned for the animals to follow him toward the stream. Once-ler slowly made his way back to his tent, looking for any sign of her moving in the darkness.

He wouldn't want to kiss her now.

Olivia took a deep breath and heaved one time into the bushes. She shakily stood up, leaned against a tree and breathed out slowly. Her stomach churned again, but she held back the urge to get back on the ground. As she focused on how good the air felt against her skin, she heard footsteps behind her.

"Leave me alone." She said weakly. Once-ler appeared from the shadows.

"Come here." He took her hand gently and led her to the stream, pushing her to sit on a boulder. He walked off, and a few seconds later, something cool lay across her forehead.

"Thanks." She mumbled, holding the cloth to her head. She opened her eyes to see Once-ler sitting by her with a very concerned look. "I'm fine now." She weakly assured him.

"I'm surprised you didn't pass out." He said softly. "You were throwing up pretty hard." She moved the cloth down to her neck. "Is your aunt okay?"

"She was inside when the fire started." Olivia stopped and took a deep breath. "She didn't make it out."

"I'm so sorry, Olivia…"

"I have nothing left back there." A tear slid down her cheek. "What am I going to do, Once-ler?" Her voice broke at his name. He hugged her and she laid her head on his shoulder. "I just don't know what to do or think…"

"I know…" He rubbed her back gently. She sniffled, pulling away to paw at her cheeks.

"Anytime something happens to me, I can usually put it to a tune…but how do you write a song about losing who you are?" Once-ler couldn't say anything as Olivia cried through her last words. "My parents and my songs are all gone, all because my stupid aunt had to let the house burn down!" Olivia suddenly got up and grabbed a Truffula fruit from the ground, hurling it at a nearby tree.

"How could she do that?!" Smack! "Why?!" Smack! Smack! She was getting more violent with each throw of a fruit. Once-ler got up and grabbed her around the waist. "Let me go!" She struggled and pushed against him.

"Olivia, stop!" He held her tighter. "Relax! Please!" Slowly, she calmed down and fell limp in his arms.

"I'm so tired…."

"Where are you going to sleep?"

"Outside in the forest. I've done it before."

"No, no, don't sleep outside. You can sleep in my tent." Once-ler offered suddenly. Olivia stared up at him.

"Then where will you sleep?"

"I'll sleep on the floor." He said. "You can have my bed." She looked skeptical. "Olivia, I'm sorry if I sound selfish, but I don't want to leave you alone right now." Once-ler stood up, took her hand, and tugged gently for her to follow him. They walked back to the tent and he let her in, leading her to sit down on the bed.

She watched him start to put away some random things and he tossed the dirty pink Thneed at the end of his bed. Olivia grabbed it, her fingers running over the hard tomato stains and dark swirls of dirt and grime. The shouts and threats of the townspeople toward Once-ler slowly grew louder within her head. Something had puzzled Olivia all of the time she watched him: Once-ler got the attention of the townspeople, but he had a hard time keeping it. What could possibly be in the way of getting his message across?

Suddenly, as if someone smacked her in the head, an idea came to her.

"I want to help you sell your Thneed." Once-ler stopped and looked at her. "Well," She continued, not sure of where the words were suddenly coming from. "I'll need some time to think of a song because the fire…" she swallowed. "And this will need to be cleaned." She held up the Thneed. Once-ler opened his mouth, and then shut it again. He looked thoughtful.

"Maybe we should talk about this when you're more…" He trailed off at the sudden look of anger from Olivia.

"When I'm more what?"

"Olivia…" Once-ler sat down on the bed. "You just had something very traumatic happen to you-"

"That's a nice way of saying I just lost everything." Olivia interrupted. She looked down at the Thneed in her hands. "Maybe this is fate's way of telling me something." She looked up at him. "When you first came here, you asked for my help. Now, I'm offering it. Do you want it or not?" Once-ler was silent.

"If you promise me to take a couple days to relax, then yes." He finally said. "We both need a break from this thing, anyway." He took the Thneed, put it to the table, and went back up to putting more things away.

**NOTE: So I know I'm updating a lot, but school is getting a little intense at the moment, so who knows when the next great hiatus will be? Anyways, read and review, thanks!**

**GW**


	7. Chapter Six- A Whole New World

**Chapter Six- A Whole New World**

The Lorax was waiting outside of the tent when Olivia got up the next morning.

"I was wondering where you were." Lorax looked past her. "You slept in the tent?"

"Yes." She paused. "Don't worry, he slept on the floor." Olivia rolled her eyes. As if Once-ler would've made a move on her after last night anyway. The Lorax seemed satisfied by her answer and offered her a Truffula fruit.

"How are you feeling?" She took the fruit.

"Fine." Which wasn't true. She tossed and turned all night, trying everything she could to get the smell of burnt wood out of her nostrils. She was rudely awoken by what she thought was the crashing of the house, but it was just Once-ler hitting the bed by accident.

The Lorax could tell he hit a sore point; he cleared his throat.

"I'll watch the animals today." He said. "You need some time to yourself."

"No, I don't mind spending time with them." She waved his concern away. "They're probably worried about me, anyway."

"They can go one day without you." The Lorax said sternly. "You already do so much for them. Just take a day off. Maybe spend some time with Beanpole." Olivia's ears turned red.

"Why would I need to spend time with him?"

"I could tell I interrupted something last night. I may be Guardian of the Forest, but that doesn't mean I'm an idiot." For a second, Olivia looked lost for words.

"It was nothing." She finally said. "We were just talking…"

"Yeah, okay, Olivia." The Lorax chuckled, walking off to leave her furiously trying to recover from practically falling apart at his accusation…or observation, she wasn't sure which one it was. She started to walk the opposite direction, her thoughts darting everywhere in her mind. The goose bumps shot up her arms as she remembered how close to Once-ler she was. He said she was beautiful and perfect. No one had ever said that to her. Ever. She couldn't help but grin a little at the memory. She used to laugh at girls that fell easily for the lines of beings beautiful, but she was starting to see why it was so great…

The Lorax watched Olivia from a distance, smiling, yet with a twinge of sadness. Olivia was like a daughter to him; he knew of human fathers that had a hard time with their daughters falling in love, but he never imagined himself to be in the same situation. However, something inside of him was still restless. He looked toward the tent; there was something about Beanpole he couldn't quite place. Something, just something…

The Lorax looked at Olivia again; she was twirling now, with a huge smile on her face. He sighed and turned to walk away; maybe it was just him…

When she came back from her walk, Once-ler was awake and finished with cooking a huge stack of pancakes.

"Hey." She said, taking a seat at the table.

"I was wondering where you went this morning. You're a really early riser." He set the stack down, along with some plates.

"Yeah." Olivia put some pancakes on a plate. Once-ler sat down and they ate in silence for a few minutes.

"So…" Once-ler started, but stopped, looking back down at his pancakes.

"So." Olivia repeated. He shook his head and continued to eat.

"Last night," she suddenly said. "before the fire…we were going to kiss…weren't we?" Once-ler chewed his food slowly and swallowed, a slight tinge of pink coloring his neck.

"Yeah." He said. Olivia nodded, and then chuckled awkwardly.

"I'm sorry." She put her mug down. "I was expecting this conversation to go a little differently." Once-ler stared at her. "I mean, what else is there to say besides the fact that we were about to kiss? Nothing, I guess." She said, answering her own question in nervousness. "So, okay we were about to kiss and it didn't happen. Okay, good, glad we got to talk about this." Olivia got up from the table suddenly and put her plate in the sink.

"Olivia." Once-ler's voice made her stop. Her body went into hyperactive mode as she heard him get up from the table.

"Yeah, I was going to kiss you." He walked slowly up to her. "In fact, I have been wanting to kiss you for quite a while." Olivia steadied herself against the sink, willing her knees to keep her standing up.

"You have?" Olivia whispered.

"You have no idea." He grabbed her arms and turned her around to face him. She slowly looked up at him. His eyes, usually such a light blue, were darker as they swept over her face. "It's been hard to keep myself away from you. Even standing this far away is hard." He chuckled lightly. "I may want to be businessman, but I'm still a man at the end of the day." Olivia's heart slammed against her ribs as Once-ler's fingers lightly traced her bottom lip.

"I've never felt like this about anyone." He looked as if he was talking more to himself than to her.

"Neither have I." Olivia swallowed, running her hands up his chest. "I don't mean to break into your speech…but I really want to kiss you right now." Before she finished taking a breath, she was in his arms and his lips captured her. It was a short kiss, tender and sweet, but it was enough to render them both breathless as they separated.

"That…" Olivia said. "was…" she trailed off. Amazing? Fantastic? Awesome? There wasn't an accurate word for the experience. All she knew was that everything was suddenly…different.

"I'll take you being speechless as a good thing." Once-ler smiled and Olivia gently pushed his shoulder, smirking.

"Shut up." She said. Once-ler put an arm around her waist and drew her close to him, kissing her forehead. She leaned against him, sighing deeply. Maybe things were going to be okay after all.

**NOTE: I'll be super honest- I had a really hard time writing this scene, but I love exploring the issue of how desire affects someone, and Once-ler was my guinea pig. I mean, he is a man after all, right? Also, kissing scenes aren't usually my strong point, so forgive me if I get it wrong… anyways, I want to say a special thanks to belle-chat: I really like reading your feedback on what's happening, don't stop!**

**Also, I didn't realize I had the anon reviewer feature thing turned off on my account. Whoops. So anon viewers can submit feedback if they wish.**

**Have a great day! Read and review!**

**GW**


	8. Chapter Seven - A Long Night

**Chapter Seven – A Long Night**

"You need to hold their attention once you get it. It's like singing to the barbaloots. They get so restless if you don't keep their attention." Olivia stood at easel, looking over the song one last time. Once-ler smiled at the look of concentration and seriousness on her face as she tilted her head to read the lyrics she wrote on the side of the paper. She looked so cute with her curly hair springing from everywhere on her head, her deep brown eyes fixated on the song. She bit her pen sharply.

"Doesn't sound right…" she muttered, scratching out some words. He could sit and watch her be confused and intense all day, but he got up and grabbed his guitar instead.

"So what's the chords?"

"It doesn't matter, because I'm singing it." Olivia said, picking up her own guitar.

"Then what am I going to do?" Once-ler asked slowly, a look of confusion on his face.

"I don't know, hold the Thneed?" Olivia shrugged. "I wasn't writing the song for you to sing, you know. You had your shot; now it's my turn." A slow smile spread across Once-ler's lips. He put his guitar down.

"Yes, ma'am." He settled back down in his chair to watch her again. He wasn't about to complain about her taking the lead; in fact, he found it kind of sexy in a small way…

Finally, the day came to try out the new song in town.

"What do you mean you're helping him sell it?" The Lorax was appalled as Olivia fixed the sign for the Thneed around Melvin. "Why are you helping him sell it? He has to chop down the trees to make them!"

"He said he would find another way to make them." She gave Melvin a Truffula fruit for staying still.

"How do you know he's telling the truth?"

"How do you know he's not?" Olivia shot back, stopping to glance at the Lorax; his angry look spoke volumes. "Look, I know you're worried, but don't be, okay? We're just going to give this a shot." The Lorax was about to say something, but Once-ler came out from the tent right then.

"Hey, ready to go?" He asked, looking between Olivia and the Lorax. They both looked tensely at the other, as if they had been arguing.

"Yeah." Olivia took Melvin's reins and started to walk beside Once-ler in the direction of Greenville. She looked back at the Lorax. "We'll be back soon." She felt his stare pin her as she turned back around.

It was busy in town when they arrived. They walked through the sea of strangers and straight to the gazebo. As Once-ler settled Melvin in a good spot and got the Thneed ready, Olivia tuned her guitar, watching the townspeople nonchalantly walk all around them. No one even registered they were there. How normal. "Ready?" she asked, settling her guitar around her.

"Yeah." After a second, she started to play, singing out the song she wrote loud and proud. As her notes carried all around the square, time seemed to stop all around them; people slowly made their way to the gazebo and circled all around it. Olivia couldn't help but notice some people looked shocked to see her.

"Is that Olivia?" someone said from behind her.

"Why is she with that guy?" a voice whispered from the side.

"Where has she been?" a woman asked someone standing next to her. From a distance, Fred stopped painting the new sign for town hall and watched Olivia play and sing. He felt a twinge of jealousy as he looked between her and the strange man. A couple of weeks ago, she barely knew him and now, there she was, helping him sell his Sneed or Tweed or something. He turned slowly back around to continue painting.

Once-ler was impressed at Olivia's endurance; she managed to keep up her energy as she sang and danced all around the gazebo. She was built for this, he thought to himself as she played what he assumed was harder than she had ever played before. She didn't look the slightest bit drained of energy as she was coming up to the end of the song.

He could see it was getting a positive response. Some people were bobbing their heads at the rhythm; some kids were outright dancing. She finally strummed out the last note, her hair everywhere and her cheeks flushed, panting softly.

"So who wants a Thneed?" Olivia asked simply, gesturing toward Once-ler, who held it up to show everyone. A silence passed over the crowd for a microsecond, and then the noise started.

"I do!"

"Me! Me!"

"I'll take 20!" The people came in a wave toward Once-ler and Olivia, offering them fistfuls of money. Once-ler was overwhelmed with peoples' comments, demands and overall chatter. He furiously took orders for Thneeds. Finally, the last person left and Once-ler had pages and pages of people's orders in his hands.

"I can't believe that was such a huge success!" He ran over to where Olivia was sitting and resting.

"Yeah, I know!" She said, getting up. "You're going to be really busy for awhile."

"WE'RE going to be busy for awhile." Once-ler corrected. "You're just as much a part of this as I am." She smiled and looked at the pages of orders in his hands.

"Do you really think we can make that much Thneeds between us?" She asked, a look of uncertainty on her face.

"Well, no." He finally answered, looking a bit puzzled himself. "But I'll think of something, don't worry."

"I'm sure you will." They collected Melvin and started the journey back up to the forest. As the walked, Once-ler took Olivia's hand and she squeezed it gently, smiling. They hadn't been very intimate in the last few days, due to Olivia's intense work on the song, but finally, they could get some time in to be together.

Olivia saw the Lorax sitting with a barbaloot, swomee swan and hummingfish playing cards in the distance. "I'll see you later." She leaned up to kiss his lips gently and he kissed her back just as gently.

"I've missed this." He murmured, pulling her closer to him to kiss her again.

"Me too." She pulled back. "But we'll have plenty of time later to make up for lost time." She pulled away from him gently and started to walk toward the Lorax.

"Hey!" The Lorax called to Olivia as she came up the hill. "How did it go?" He was apparently in a better mood from before.

"It sold, actually. And we have orders for more Thneeds." She sat down next to him and picked up the baby swomee swan, petting its feathers. "

"Well, that's good, I guess." The Lorax threw down a card. "As long as he doesn't chop down any more trees…"

"He won't, Lorax, he won't." She scooted closer. "Come on, deal me in. I haven't beaten you in a while and I need my fix." The Lorax laughed heartily.

"Yeah, right. Let's see what you got, kid." They played until the sun was setting, and true to her declaration, she beat him each and every time.

Back at the tent, Once-ler was drawing out the vision of his next project: Thneeds, Inc. He leaned back and admired his work; Thneeds would soon be selling so quickly, he would need a factory to get them made. He heard the door open and quickly covered up the plans. As much as he was open to sharing things with Olivia, he didn't want her to know about the factory just yet.

"There you are." He said. "I was wondering where you were."

"Playing poker with Lorax, and beating him at every game." Olivia chuckled as she picked up her sleeping clothes. "I don't know why he tries."

"How did you get so good at poker?" Once-ler turned and let in a sharp breath; Olivia's back was to him as her dress slid over her head, exposing her back and underwear. She probably didn't notice that he had turned around, because she continued to talk and explain how she developed her skills at poker. Once-ler, unfortunately, didn't hear a word that she was saying. He was too busy focusing and remembering every curve of her body as his eyes scanned down from her shapely shoulders to her curvy hips and buttocks and down her long and gorgeous legs.

"And that's how I did it." She finished, starting to turn around. Once-ler spun around quickly, hitting the table with his knee.

"Yeah, that's cool." His voice sounded high pitched to his own ears, and he cleared his throat to try to compose himself. He closed his eyes to focus on calming his breathing, but her semi-naked image popped back up in his mind. His blood raced through his veins as his mind went back over her again and again, like it was trying to find something new. He had just seen her for a few seconds, but his mind treated those precious seconds like they were minutes, hours even.

He felt his body start to react toward the image behind his eyes. A fire of desire crept up his body and enveloped him. Don't move toward her, his mind briefly commanded him and he obeyed, afraid to even try and ignore it. What would even happen if he tried to move toward her…?

"I guess so." He heard Olivia climb in bed and settle down. She waited for a couple of seconds, watching Once-ler's stiff back. He kept very still, as if he was afraid to move. "Are you okay?" she asked slowly. He didn't answer her right away, but slowly and carefully got up to walk over to the table, where his pajamas were.

"I'll be right back." He said tightly, walking out of the tent. Olivia sat, puzzled for a few seconds, but then shrugged. He was probably just overwhelmed by all of the work they had to do for the Thneeds. She reached up and turned off the light, settling down to sleep.

The water wasn't cold enough.

Once-ler finally got out of the river and dried off, slipping into his pajamas. His body was finally a little calmer, but not by much. A part of him was angry that he turned around; why couldn't he have just stayed with his back to her? Certainly, he wouldn't have to fight with himself so much if he did. He sighed and walked back up the hill to the tent. Thankfully, Olivia was asleep, snoring softly with her back to him. Her back…

His mind started to race again and he groaned into his hand. This is going to be a long night, he thought to himself, as he settled down on his makeshift bed and tried to sleep.

**NOTE: LOL, I had such a good time writing Once-ler's reaction. Oh, such a great time. Anyways, read and review, my lovely people!**

**GW**


	9. Chapter Eight - A Night to Remember

**Chapter Eight – A Night to Remember**

"You've been avoiding me."

She wasn't accusing him, but more telling him the truth of the last few days. They never had a moment alone anymore; either Once-ler was out harvesting tuffs from the trees all day or if they were together, the animals and Lorax were around. In addition, he was acting weird in general; he barely touched her, never kissed her and seemed to avoid her gaze more and more. Like right then, at the table where they ate breakfast.

He didn't look up from his pancakes as he spoke. "I've had a lot of my mind." It wasn't a lie; he was making Thneeds non-stop, it seemed. The whole tent was overflowing with Thneeds of different colors and sizes, pouring out of dressers, cabinets and boxes.

"I know that, but…we don't spend time together anymore." Olivia shrugged weakly. "We always made some effort, no matter how busy you were." She looked a little sad as she said her last sentence.

"I'm sorry, Olivia." Looking up at her, he truly did look sorry. "I'm just swamped with work right now."

"Yeah, I know." She got up and took her plate to the sink, grabbing her guitar as she walked by him. "See you later." She shut the door behind her a little rougher than normal. Once-ler sighed, ran his hand through his hair and looked to the ceiling. He couldn't keep up this charade for too long; sooner or later, she was going to get tired of his excuses. But he didn't know how to tell her about seeing her undress; it was uncomfortable for him to even think about, much less explain it to the person that he saw undress in the first place. Besides, she might think he was a creeper or something, and he didn't know if he could handle her thinking badly about him in any way at all..

Picking up a purple Thneed, he sat back in his chair and started to sew again.

"I just don't get." She said to herself as she skipped a rock down the river. The hummingfish trio watched and applauded at each turn. "Why would he suddenly start avoiding me? Just doesn't make sense…do you think it was me?" She asked the baby swomee swan sitting next to her. He quaked once. "Well, you're no help…" she muttered, throwing her last rock in the river. The tent door opened and she saw Once-ler come out, his gloves on his hands with his sack over his shoulder. He was going to harvest again…probably all day. And avoid her all day. Again.

"Oh, this is ridiculous." The hummingfish trio watched her in puzzlement as she strode up the hill.

"There's another reason why you're avoiding me, isn't there?" She said as she came closer to him. He didn't move from his position on his knees beside the bag.

"No, I really am busy." He said absent-mindedly. Getting up with the bag in his hand, he started to walk past Olivia to another tree.

"Oh, don't-." Olivia roughly pulled the bag away from his hands, holding it behind her back. Childish, but at least he wasn't going to go anywhere without it.

"Olivia-"

"No, I want to know why you've been avoiding me and you're going to tell me now." Standing very close to him, she stood a little taller than normal. Her eyes burned with a defiant and stubborn fire; she definitely wasn't going to let him get away now.

"Okay, fine!" Once-ler threw his hands up in surrender. "But you have to promise me you won't be mad at me. Because it was an accident." Olivia's head tilted to the side a bit.

"Did you kill someone?" She asked seriously, but with a slight twinge of humor.

"No! Do you remember when I asked you about how you got so good at poker a couple of nights ago?"

"Yeah…" Olivia suddenly looked confused.

"Well…while you were talking, I turned around and….you were undressing…" Once-ler trailed off, unsure of what to say next. Olivia chuckled.

"You've been avoiding me because you saw me taking my clothes off? With my back to you?" Once-ler balked. "Really, that's been it?" She seriously didn't see the problem with that confession.

"I just…you…I…" he stumbled at his words. "It's more than that-"

"So you see me almost naked and then you start avoiding me." Her finger moved along with her thoughts, tracing invisible points in the air.

"I know it sounds bad, but I didn't know how to handle what happened."

"What, you haven't seen a naked woman before?" Once-ler shushed Olivia harshly, looking around. If the Lorax was anywhere nearby and heard that question, he might've fainted from shock.

"In school, yeah," he said after making sure no one was around. "but it's different in real life, Olivia, and especially if you like what you see." They both froze; Once-ler wished the ground would open up and swallow him whole. He couldn't believe he actually said that out loud. Now, she was really going to think he was a creeper.

"You liked what you saw." Olivia repeated the words as if she wasn't sure if she'd heard them right.

"Yeah, I did." Was that shock on her face? "Are you really that shocked to hear this?" She continued to stare at him, occasionally opening her mouth to say something, but closing it again. "I really wish you could see yourself from my eyes, Olivia. If I could tell you in words how beautiful you are, I would, but I can't. There are no words for how incredible you are." Olivia pursed her lips and blinked faster. If the situation wasn't so intimate, Once-ler would've found her cartoon-like expression hilarious, but he knew she was still trying to process what he was saying. She slowly handed his bag back to him and turned to walk off before he could say another word.

_There are no words for how incredible you are…_

Leaning against a large boulder in an open field, Olivia absentmindedly strummed her guitar. This whole relationship wasn't just a crush or innocent love between them anymore; this was something more, something completely different that she couldn't exactly name. Where did they go from this point? Going back was not an option, but going forward…? She always heard about following your heart above all else; so what was her heart saying?

She slowed down her strumming to get up and start walking back toward the tent. She knew exactly what to do next.

He had just finished another Thneed when she came in the tent.

"Hey."

"Hey." A little too quickly, he put the yellow Thneed down and stood up to stretch. "I think I'll go to bed early tonight." Grabbing his pajamas, he walked past her to the door. But before he could grab the handle, she was standing there, blocking his way. "Excuse me." He reached around her, but she threw her weight onto the handle. "Olivia," he sighed. "What are you doing?"

"I don't want you to leave right now." she said in a low and serious voice. Once-ler sighed, groaning to the ceiling.

"If this is about today-"

"Once-ler, shut up." Olivia gently pushed him back from her, locking the door behind her. She stared up at him for a couple of seconds, ignoring the sudden twist and knot of her stomach. There was no turning back after this; but if not with Once-ler, then with who? She was pretty sure she would never love someone as much as she loved him. It seemed right, perfect, good to give herself to him for real, for life, right now.

"I have my own confession." She swallowed nervously. "I also like what I see." With all of the confidence she could muster, she placed her hands on his chest, ran them up to his shoulders and wrapped her arms around his neck. Her lips lightly brushed against his throat, planting feather soft kisses in a line up to his jaw.

"Olivia…" Once-ler felt his resolve crumbling; her lips felt so soft against his skin. He tried to control the sudden tremble that settled on him as her hands found their into his hair.

"Once-ler…" she whispered in his ear, pressing her body against him. His hands cupped her face and he drew her in for a deep and passionate kiss…

* * *

"Well, I think we should stop there for the night." The Once-ler started to pull the horn back up to the window.

"Wait! Wait!" Ted said, grabbing the horn. "Why did you just stop there?!"

"I think I should skip this part."

"Why?" The Once-ler was quiet.

"You're a little young to be hearing about what happened next…" Ted looked confused, then shocked.

"You guys actually-"

"Good night, Ted." The Once-ler forcefully pulled the horn from Ted's hands and back through the window. Ted stood for a second, unsure of what to do or say, but he finally walked off.

"Birds and the bees…I'm not an idiot…" He got on his scooter and drove off into the smog and back toward Thneedville. When all was quiet, Once-ler sat on his bed and finished the story in his mind…

* * *

He thought all first times were supposed to be a shy experience, but with Olivia, it was bound be anything but shy. The floor soon became home to their clothes and they took their time in exploring each other, mapping dips, curves, scars and everything in between. The sounds of the forest disguised their moans and groans as they succumbed to their bodies' cry to be together.

The world quickly became a blur, a backdrop against their passion; Once-ler couldn't tell where he stopped and Olivia began, but he swore he had knew felt anything as amazing then Olivia lying beneath him and crying out his name as she lost control of her body. They laid there for a couple of minutes afterwards, drained of every ounce of energy, but deeply and utterly satisfied.

"I guess this means you won't have to sleep on the floor anymore." Once-ler laughed at Olivia's sudden comment.

"Thank goodness; my back was killing me." He kissed her again and laid down beside her, cradling her to his chest. She sighed peacefully, resting her ear on his heart; it was finally starting to slow down. He gently nudged her to look at him.

"I love you." He spoke each word as though they were the most precious words in the English language. "I love you so much."

"I love you, too." Olivia nuzzled her head right under his chin. "I always will." She promised as she felt her eyes close and the world slip away.

**NOTE: The main thing I wanted for this scene is to be tasteful and true to my characters. Hopefully, I did them justice; after all, it's their story, not mine. Anyways, read and review, lovely people!**

**GW**


	10. Chapter Nine - Meet the Family

**Chapter Nine – Meet the Family**

"You called your family for help?" She almost dropped the box she was holding at his news.

Once-ler set a box of Thneeds down in the wagon, shoving it to the back. "I just can't make all of these Thneeds by myself. You can't sew, so I need some extra hands." He took the box from her. "Besides, Mom was absolutely thrilled to hear about our success. The whole family was." A smile crept across his lips. "They're proud of me. Can you believe that? I've never heard them say that before…" He turned around and loaded the box up with the others.

"Have you told Lorax?"

"No." Once-ler's answer was curt; the less the Lorax was involved in what was happening, the better in his opinion.

"You should have. He's the one in charge around here-" Olivia started to say, but a soft rumble stopped her. "Did you hear that?" They slowed down to listen: something was in the forest, and it wasn't something small. Olivia saw animals running to take cover at the sound of a horn blaring. An RV jumped over the hill right across from the tent, landing roughly to start sliding down toward the tent. To Olivia's horror, a hummingfish screamed as the RV traveled at freakishly fast speed and suddenly screeched to a stop. Without thinking, she sprung forward to catch the hummingfish as he made a 'whoa' sound and slid down from the front.

The animals slowly came out of their hiding places, some taking shelter behind Olivia and Once-ler, trembling. The Lorax was storming down from his place on the stump.

"Beanpole!" He called. "I know this has something to do with you-" The side door to the RV suddenly opened, making half of the animals jump and the Lorax stop midsentence. A shape of what looked like a small ox glowed against the blue light, but upon stepping out, it was revealed to be an extremely short woman, wearing an alarming shade of purple with her hair up in two large horn shapes on either side of her head.

Olivia held back a snort of laughter; she had never seen anyone look so different in all of her life.

"What a dump." The woman said flatly as she cast her eyes around.

"Hey, Aunt Grizelda!" Once-ler waved shortly. As soon as Grizelda moved, two large men came out, looking around and whooping.

"Hey, Chett, check this out!" One of the men leaned down and grabbed a barbaloot around its middle. "Go long!" He leaned back to throw.

"NO!" Olivia ran to stand between them "Don't you dare." Everyone's hair stood on end at Olivia's snarling command. Once-ler would have to warn his brothers about her temper later…"Hand him over." The man slowly lowered the barbaloot and held it out, letting Olivia take it and put both the bear and the fish on the ground. They immediately hid behind her leg.

Suddenly, a woman's gasp broke the tension of the moment.

"Oncie!" A tall, curvy blonde woman with glasses held her arms open. "Is that you?"

"Mom!" Once-ler's voice was affectionate, but reserved.

"There he is, there's my big suddenly successful son!" She kissed his cheek roughly. From the side, the Lorax curiously touched her throw; it looked suspiciously like a dead fox…

"We always knew you make it, Oncie. Right?" She stressed to Grizelda and an unknown man that followed her out of the RV.

"Hey!" The man said. "I love this guy!" He grabbed Once-ler by the neck, hugging him.

"But you always said I would never amount to anything, remember?"

"Oh, hush your mouth, I was just trying to motive you."

"Some motivation…" Olivia muttered, coughing to cover up her words when she felt Grizelda's eyes on her.

"Brett! Chett!" Once-ler's mother shouted. "Set up the RV!" One of the twins punched a red button and ran to stand back . The RV rumbled and rocked, and as if it was magic, The Lorax and Olivia watched with fascination as the RV turned into a makeshift home. It towered over even the tallest Truffula trees, which in Olivia's mind, was just a crazy feat to achieve.

The Lorax made a noise of defiance. "Whoa, whoa, whoa, whoa, whoa. Time out. Back up. Stop. Don't move an inch!" He stood between everyone, arms spread out wide like he directing traffic. "No one's moving in here, you gotta go, goodbye!" He said, pointing toward Once-ler's family.

"So who invited the giant furry peanut?" Aunt Grizelda smirked, nudging the man next to her. The Lorax's eyes turned dark at her insult.

"Lorax," Olivia walked up next to him. "Don't-"

"And the mountainwoman?" Grizelda wrinkled her nose. "You definitely look like a dump." Olivia and the Lorax's looks both turned murderous.

"Whoa, whoa, whoa." Once-ler grabbed Olivia's shoulder. "Relax, both of you." He said, directing his gaze to the Lorax as well. "Family," He addressed the people in front of them. "This is my friend-"

"Aquaintance." The Lorax said sharply.

"Right….acquaintance, the Lorax," He wrapped his arm around Olivia's waist, drawing her close to his side. "and my girlfriend, Olivia." The Lorax sputtered, pinning Olivia with an incredulous stare.

"Girlfriend?!"

"I was going to tell you, I swear." Olivia quickly said. It wasn't a lie; she was planning to tell him after Once-ler left with the Thneeds to fill orders in town. She shifted awkwardly as the family collectively stared. Brett, Chett and the unnamed man obviously approved, but Once-ler's mother and aunt looked thoroughly unimpressed.

"Anyway," Once-ler addressed the Lorax. "I'm going to be needing their help as my company gets bigger."

"Bigger?" The Lorax asked.

"Yeah, this isn't some rinky dink operation anymore. I got plans. Big plans!" He let go of Olivia's waist. "A vision! Of a world filled with Thneeds!" He threw his hands in the air. "It's gonna be huge!" Olivia's smile melted away as she glanced at Once-ler's mother and Grizelda; they both were glaring at her, raking her with their sharp stares. The Lorax huffed softly and walked off, giving Olivia an uncertain look as he passed. She pursed her lips and watched him disappear over the hill, the animals following him in a group.

"Well, Oncie," Once-ler's mother grabbed his arm and roughly pulled him toward the tent. "Come and show us what you've got so far." Everyone left, and Olivia stood by herself. Ignoring the pit that settled into her stomach, she turned to follow where the animals and Lorax went.

* * *

"How's the family working out?" The Lorax threw down a card.

"Um…fine, I guess." She looked back at the large carts of tuffs being pulled and pushed around. "They're mostly just harvesting."

"Well, I could do without them here."

"It's just for awhile, Lorax. Don't worry about it." The pit in her stomach got heavier…at least she hoped it was just for awhile. Once-ler's brothers and Uncle Ubb were okay, but his mother and aunt were the hardest to deal with; they barely acknowledge her, and even if they spoke to her, they would never use her name; just "hey you," or "hey, girl".

"Hey, don't throw it at me!" She had practically thrown a card at the Lorax, not noticing the frustration and embarrassment of the last few days making her antsy. "You've got quite an arm there."

"Sorry." She muttering, putting the card on the pile.

A loud crack and smack of something in the distance made Lorax and Olivia jump and look from their cards. A Truffula tree suddenly disappear and smacked onto the ground.

"Wha-!" The Lorax hopped up and ran, Olivia following close behind. Brett and Chett were running toward them, axes in their hands and chopping down trees as they got close to them.

"Whoo-hoo!"

"Yeah!"

"Take that, you stupid tree!" The Lorax pushed Olivia away from him as Chett swung and hit the trunk of a tree a couple of inches above his head. Though Olivia felt her heart skip a beat, he didn't stop for a second and she ran harder after him to catch up.

Grizelda was pacing in front of the door when they stopped, Olivia panting and holding her side. "Where do you two think you're going?" Grizelda's voice dripped with hatred as she eyed each of them, lingering particularly long on Olivia.

"Excuse us, sir," the Lorax pointed up to her. "But we need to talk to your boss."

"Oh, I'm sorry," she snarled sarcastically. "But Mr. Once-ler isn't seeing anyone right now."

"Yeah, well, he'll see us. If not me, he'll see her at least." Lorax pointed up to Olivia. Grizelda scoffed and laughed.

"He'll see YOU?" Olivia growled softly and pushed Grizelda aside, slamming the door behind her before she could be stopped. Once-ler sat with his legs propped up, strumming his guitar absent-mindedly.

"What is going on? Why are your brothers chopping down trees?"

"Mom said harvesting the tuffs takes too long, so she suggested we chop down just a few trees." His statement came out strained and slow. "I don't see the harm in that."

"Once-ler, you told me harvesting the tuffs was just as effective." Olivia watched as more trees fell to the ground outside, her heart sinking with each sickening smack. "You promised us you wouldn't do this."

"I'm sorry Olivia." He put down his guitar and got up, walking to the window to watch each tree fall. "But the demand for Thneeds is too much to harvest. I have to chop down some trees." His face was stiff, but Olivia saw a flash of what she thought was regret. Slowly, she felt herself relax; he didn't want this; she knew he didn't…

"Just a few?" she forced herself to ask against her better judgment.

"Just a few."

"Well…" Well, what? There was nothing to say; whether she liked it or not, it was already done. "As long as it's just a few…" her mouth felt dry as she tried to swallow. "I guess there's plenty of trees to cover the ones we won't have." Once-ler turned around and held her face in his hands.

"I knew you would understand." Once-ler was relieved to hear that Olivia supported his decision. Whether she realized it or not, he depended on her just as much as his family; she was the other half of his vision, his dreams…his partner. If he ever lost her loyalty, he didn't know how he would cope.

"Yeah, of course." She forced herself to smile. "I totally understand." They shared a brief kiss, and Olivia left the tent, shutting the door behind her and leaning back against it. The Lorax emerged from the bushes, brushing himself off.

"What happened to you?" She asked him as he came up to her.

"He threw me in the bushes." He grumbled, jabbing this thumb back at Grizelda, who was intently watching them. "So? What did he say?" She pushed herself off the door and started to walk.

"It's just a few trees, nothing more." Olivia felt herself really struggle to keep her voice steady. "Don't worry, they'll stop soon." At least I hope so, she thought to herself, looking back at the tent to see Once-ler lower the flap of the window. The Lorax was very still for a few seconds, then…

"Which way does a tree fall, Olivia?"

"In the way it leans." she said automatically. The Lorax had asked her that question many times over the years; that question was just as much a part of her as her songs.

"So, be careful which way you lean." And with those final words, he walked off toward the hills, leaving Olivia staring at Once-ler's covered window, feeling extremely nervous and uncertain about the future.

**NOTE: To my dear bellechat: I know, I've been a huge roll the last week or so. I have a lot more skeletons of chapters (or rough drafts, whatever you want to call them) written out already, so I'll be going for awhile…and I lol'ed with your blushing all last chapter. I really tried to make it not so awkward to read, I swear….**

**GW**


	11. Chapter Ten - The Mad Descent

**Chapter Ten – The Mad Descent**

Once-ler's family really knew how to make Olivia feel like she was living in Greenville all over again. Actually, they made the people that made fun of Olivia on a consistent basis back then look like complete amateurs. She woke up every day before everyone else, just so she could slip away without the daily dose of insults from Once-ler's mother and aunt and returned after everyone went to sleep. The animals were glad for the extra time with her, but the tension grew with the Lorax as they argued about Once-ler almost all the time. Yes, the forest looked more bare…yes, she had noticed…no, she hadn't confronted him…finally, they could barely stand to talk and Olivia took more to being by herself, grateful for the lack of accusations, of reality checks.

Once-ler never had time to figure out why Olivia was always disappearing; his mother drilled him to make more Thneeds, to make more decisions for the growing business and soon, the voice constantly wanting to know where Olivia was faded away and was completely silent. He only hoped she came home every night, even if he was asleep just so he could know she was safe.

Oddly and luckily enough, one night she was in the tent when he got back from Greenville and he felt it was time to reveal his next vision.

"A factory?" she looked to his beaming face from the blueprints.

"Our sales are too much to continue doing Thneeds by hand." Once-ler looked around the tent. "Also, I thought about building a suite on the top floor for us to live in. This tent is getting too cramped, don't you think?" The tent was indeed full of Truffula tree tuffs, Thneeds, sewing kits and other seeming useless junk. But it was their tent, their home. Before Olivia could argue for the sake of the tent, Once-ler continued.

"The contractors told me that they can start as soon as we pick a spot for the factory. That's where you come in." he ignored the slight look of doubt that crept onto her face. "I need you to help me pick out a spot for the factory. You know this forest better than I do, and you would know exactly where to put it."

"But doesn't that mean you'll have to cut down more trees to make room for the factory in the first place?" She didn't know why she even asked such an obvious question. Of course, more trees would have to be cut down. The Lorax would never let her live it down; to him, it would be the ultimate sin and betrayal. She could just see his face, hear his accusations…she shook her head to clear her thoughts.

"Well…yeah." Once-ler's answer was careful. "But it's for the best. It's for us." Olivia's eyes drifted to the window and she suddenly noticed the setting sun was larger in the sky.

"There are more trees gone…" Her statement was quiet, thoughtful; she felt her heart sink at his silence.

"We had to cut a few more yesterday." He finally said. Without a word, she walked past him to lay down on the bed with her back to him, curling up in a small ball. Why she felt like the position protected her from the facts, the reality of what was happening, she didn't know, but it was comforting at least for that moment. The bed sank behind her and Once-ler's voice was by her ear.

"I promise, we'll stop soon…" He wanted to believe his promise just as much as she did, but he knew it wasn't possible; his mom was right about production being faster. The family could finally keep up with making and selling Thneeds; couldn't Olivia see that it was helping not only the business, but them too? Maybe she just needed some encouragement, a reminder of what was important…

His lips brushed lightly against her ear. Slowly, her breathing deepened and she started to relax. More than anything, Olivia willed herself to cringe at his touch, turn around and push him away, but she knew that she wouldn't, that she couldn't. She loved him, and whether she liked it or not, her body needed and craved his touch, his kisses, his attention. She let out a long, sensuous groan as his hands found their way to her chest; why, oh why was her body betraying her?

She turned around her head around and met his lips; at least for a moment, she would forget what was going on outside…

* * *

"It wasn't just me; Olivia's song is what started my sales." Once-ler and his mother sat at the table in his tent. "If it wasn't for her, I wouldn't have even sold one Thneed."

"Her song, huh?" Once-ler's mother had the look of a scheme cooking in her head. "Well, why don't we use that to our advantage? Let's do a commercial with the song. That'll give her some use." Once-ler ignored his mother's insult; he didn't have the mental energy to verbally spar at the moment.

"I don't know if she would go for it-"

"Oh, sure she would!" Once-ler's mother shot up from her chair. "Every woman longs to be in front of a camera, trust me! I know someone that could help us; I'll call him right now!" She left the tent in a blur before Once-ler could say anything. He sighed and leaned his head back; Olivia with a pink guitar singing about Thneeds didn't seem so bad…

* * *

"I shouldn't have worn these shoes." Once-ler's mother griped from behind her son. "How much longer do we have to walk?"

"Not much." Olivia breathed against the pain of the steep walk. Behind her, Once-ler was struggling to keep up.

"Didn't expect it to be this far out."

"Trust me, it's worth the climb. Here we are." Olivia took the final step onto the flat hilltop; Once-ler and his mother close behind. They all took a second to pause and breath, then Olivia pointed ahead of them. "This should be a good spot." They left the shade of the trees and were amazed at the view; the hill overlooked the entire valley; the trees colored the ground below with loud pops of colors; even the swomee swans looked touchable from where they stood. Tensely, Olivia watched as Once-ler walked around the spot, examining it carefully. After a couple of long, silent minutes, he finally gave his nod of approval.

"Tell the guys to start digging here." He told his mother. She clapped her hands together.

"Oh, Oncie, I can't believe it! Finally, a factory! You've made me proud!" She hugged him roughly, kissing his cheek. "I'll make the call right away." She shuffled off toward the other side of the broad land, dialing on a cell phone. Once-ler watched as Olivia looked out over the valley, the wind gently shuffling her curls everywhere on her head. She looked serious and thoughtful as her eyes followed a group of swomee swans flying in the distance.

"What made you pick all the way out here? I mean, it's amazing," Once-ler quickly injected, sweeping his arm out across the land to make his point clear. "But why here?" Olivia smiled shortly.

"Let's just say you're right; I know this land better you do."

* * *

"He's building a factory now?!" The Lorax balked at Olivia. "Wha-wha-"

"Don't worry." She was more talking to herself than him as she skipped rocks. "I made sure to pick a spot where not a lot of animals live and where there's a smaller number of trees."

"And that makes it better how?"

"Less trees to lose, less animals without homes." The logic made sense in her mind. "They can move closer to the heart of valley, where they'll be safer…"

"And Beanpole can get what he wants." The Lorax finished for her. "That way, everyone is happy." He nodded slowly, and then shook his head. "You know this isn't going to work as well as you think it will."

"Lorax, please," she stopped and turned around to face, a tone of pleading in her voice. "I'm trying to think of everyone here. I may be Once-ler's girlfriend and partner, but you know I'll do everything I can to protect them first." She pointed toward the animals as they all sat in a group, singing along with the hummingfish to one of her songs.

"And how is polluting the air with factory smoke protecting them?" She stiffened against his words. "How is glubbing up the ponds with waste helping them? How is destroying their homes the best for them? Listen to yourself, or can you even hear yourself over your own doubt?" Olivia huffed.

"I didn't come here to be insulted." she threw the rocks in her hands into the river and stormed past the Lorax. Now, for the first time since Beanpole came to the forest, he was truly angry; she knew perfectly well what she was doing, but she refused to admit she was wrong.

The words were out of his mouth before he could stop himself, Whirling around to face her back, he pointed at her. "Look at you, you're puddy in his hands!" She stopped. "You'll do anything, anything at all, to make him happy! You're becoming just as destructive as him!" She furiously spun around to face him.

"Shut up!" Her shout seemed to stop the whole forest. Every pair of eyes around them were fixed on her. "Don't make me the monster here. Because I'm not." She labored on every word, stressing each syllable as to make her statement stick She wasn't a monster; she was the good guy, working furiously to protect the animals and help Once-ler. Was he really so blind to her intentions?

"Look at who you've become, Olivia." The Lorax's face softened a degree. "You're not yourself anymore." She started to retort, but stopped at the animals' reactions; there were subtle nods and sad looks all around at his blunt words. "Even they see you're changing." The Lorax nodded back at the group. "Please…before you loose us…before you loose yourself…" he held out his hand.

She found herself recoiling at his plea. The stitches that held her conscious together was starting to unravel in the face of all the pressure, the stress of the last few weeks. She wished she could just tear herself down the middle and give a piece of herself to each side. But even that wouldn't satisfy anyone. She was stuck between her love for the forest and its creatures, the definition of her life and passion and her love for Once-ler, who helped to control the fire that burned within her and created new desires.

If the Lorax didn't understand the need for both sides, then maybe it was better for him to never even try.

"This isn't you." The Lorax's eyes filled with tears, his moustache quivering. Her eyes held the answer: he had lost her. She spun around to storm back down to the tent. "You're better than this, Olivia!" he called one last time desperately to her back and she shut her hands over her ears, blocking out his last words as she disappeared down the hillside.

She couldn't see where she was going through the tears, rage and grief that wrestled inside of her. Maybe that was how she easily bumped into Once-ler's mother.

"Oh, hey, you-" she started.

"My name is Olivia." She snapped angrily. "O-li-vi-a." Once-ler's mother stiffened against her tone.

"Umm…yes. I've been looking for you."

"Why?" Olivia wiped her eyes, hopeful that Once-ler's mother wouldn't notice the tear stains all over her cheeks.

"I want you to meet someone." She took her arm and led her into the tent. Once-ler wasn't there, but a strange man in a suit was looking all around the tent, probably amazed at how much stuff was crammed inside.

"This is Rocko." Once-ler's mother smiled. "He directs commercials. Oncie wants him to make a commercial for the Thneed with your song as the star!" Rocko suddenly spun around and framed Olivia's face through this hand.

"Hmm, yes, she needs a little work." His high-pitched voice rang in her ears. "But she has potential." Olivia felt her head on the verge of exploding. First, the Lorax, now Once-ler's mother?

"Look, can we talk about this later-"

"Oh, we already have talked about it!" Once-ler's mother interrupted. "You'll start filming tomorrow! I'll show you out, Rocko…" Once-ler's mother shuffled to the door with Rocko, opening the door.

"Do I not have a choice here?" She called to their backs, but the door slammed harshly cutting her words off. Olivia slowly sat down on the bed and put a pillow in her face. For a few seconds, she tried to stop herself, but the screams rose from her throat before she could stop them. She screamed and pounded the floor with her feet until her knees hurt and her voice was hoarse and sore. Laying down, she let the pain numb her enough until she fell into a fitful sleep, which was a little bit more peaceful than the life she lived when awake.

The Lorax sniffled and dried his eyes for what seemed like the umpteenth time. Olivia was about to become a stranger to them all, and there was nothing he could do to stop her. The tent lights in the distance faded and Lorax felt his heart break again. An omen of what was to come…he looked at the sky and took a deep breath. He could only hope she would come to her senses before it was too late.

**NOTE: Le plot thickens!**

**GW**


	12. Chapter Eleven - Gone

**Chapter Eleven – Gone**

The water scalded her skin, but she didn't even notice the pain.

Olivia leaned back against the shower wall, just letting the water caress her body. The shower seemed to be the only place anymore where she felt the most alive and at peace. Inside the shower, she could take off her mask and just exist. But at the same time, she was alone with her thoughts, which these days seemed to her worst accusers. Ignoring the gnawing at her stomach, she looked for the shower gel.

How did she get here? The last year and a half was a true blur; mostly, she remembered scraps…

* * *

"Okay, everyone, places!" In his director's hat and pinstripe shirt, Rocko looked very different from the suited up man Olivia met just the day before in the tent. "Ah, there's my star!" He beamed at Olivia as she slowly walked out in her white high heels and tight pink sequined dress, supported by her new assistant, Jasmine. "Olivia, darling, you clean up very well!"

"Thanks?" Olivia tripped slightly and Jasmine caught her.

"Be careful, Ms. Olivia." Jasmine said sweetly, helping her up the stairs onto the small stage. "I'll get your guitar for you, so please don't move." Olivia chuckled shortly. She was going to really like the small, teenage girl.

"I won't." she promised as Jasmine left her side to bring her a beautiful and shockingly pink guitar. She slung it around her body; it was definitely not her guitar, but it would have to do. She thought back to the last conversation with the Lorax as she listened and adjusted the strings. Though she cared deeply for him, maybe it would just be better if they didn't speak at least for a while, to cool the tension. That wasn't going to be a problem, she thought as she remembered the schedule Jasmine showed her. The long hours writing new songs for the Thneed and being in front of the camera would help her keep her distracted and busy.

"Okay, Olivia…and action!"

* * *

She increased the temperature of the water and doused her hair. If only she could wash some of the memories away like she washed her hair…

* * *

The commercials rocketed the sales of the Thneed, and after months of construction, the factory was finally open for business At the celebration for the opening, the people chanted that Once-ler and Olivia were the King and Queen of the Thneed. Once-ler basked in the attention, doning his new green coat, long green gloves and black top hat, while Olivia stayed to the side, clapping softly with the people.

Someone she didn't recognize suddenly came up to her and started showering her with compliments and praise. It was becoming increasing normal for Olivia to be recognized everywhere; wherever she went, people trampled over each other to get her autograph, get a picture with her or just touch her in general. The worst part for her was when little girls told her repetitively that they wanted to be like her when they grew up. She firmly assured them that it was hard work being the Queen of the Thneed and no one wanted that pressure on them. It probably wasn't the best answer, but it was the honest one. The person's voice faded as her attention focused on some forms by the trees…

Toward the back of the crowd, some of the animals were watching the celebration with sad expressions. Olivia's eyes met with a baby barbaloot's and suddenly excited, he tried to charge out toward her, only to be stopped by his mother who roughly picked him and threw him over her shoulder. She felt her heart sink as he made grabbing hands toward her over his mother's retreating shoulder. Biting back the tears that threatened to spill from her eyes, she blinked and smiled at the person's joke; the peoples' love for her was a poor substitute for the animals' love, but it was enough to help her forget at least for a while…

* * *

Her tears blended with the water and she threw the shampoo bottle across the spacious shower, slipping and falling from the strength of her throw down on the hard tile. Her head burned and stung with pain and she tried to move, but gave up and laid her head back down, just letting the shower rain on her. A sick twist of happiness fluttered in her stomach: maybe she would finally die and get some relief, some peace from all of the guilt, shame and pain…

"Where is Olivia?" Rocko called to the studio, stalking around like a lion looking for his prey. Everyone quivered nervously at his antsy movements.

"I can't seem to find her, sir." Jasmine finally piped up, clutching her cell phone to her chest.

"This is the second time this week she's been late. I don't care if she's Queen of the Thneed," Rocko fluttered his hands around at the title for Olivia. "this isn't professional of her. Call Once-ler," Rocko barked to Jasmine. "We'll have to sit down and have a discussion about her." she nodded quietly, turning around to dial Once-ler's assistant. Rocko threw his bullhorn in the chair and yelled for the cameras to be shut off.

* * *

"Sir?" The butler came into the meeting room, where Once-ler was sitting at the end of the table with what looked like a large group of people from different countries surrounding him on both sides.

"I'm busy, Yoshi." Once-ler said tensely; he was right in the middle of negotiating Thneeds to go to international markets and any chance of an interruption could ruin the company's chances.

"It's about Ms. Olivia, sir." Yoshi said politely, bowing to show his apologies. "Rocko said she hasn't shown up to the studio."

"Have they tried calling her?"

"Yes, sir. She's not answering." Once-ler sighed deeply and looked to the people on both sides of the table.

"Will you please excuse me?" He got up. "Help yourselves to the hot lunch that will be coming shortly." He looked pointedly at Yoshi as he walked out; there wasn't supposed to be a lunch for the clients, but this was a very important meeting. He wasn't about to lose this deal just because Olivia might've slept in again.

Once-ler walked down the hall and to the elevator, pausing to wait for it with his hands behind his back. When the elevator door opened, Jasmine was already there.

"Hello, Jasmine." He walked into the elevator and pushed the button to go up to the suite. "Looking for Olivia?"

"Yes, sir." Jasmine said meekly. "I was worried about her, sir. You don't mind, do you?"

"No, of course not." Once-ler waved her concern away. "You're her assistant, you have every right." Jasmine made a noise of agreement and the elevator slowly took them up. Next to him, the small pixie-hair girl fidgeted nervously.

"Olivia hasn't been herself these days, Mr. Once-ler." Jasmine suddenly blurted out; she sounded as though she had been wanting to tell someone –maybe even him- for the longest time.

"What do you mean by that?"

"She barely eats anything. I have to try and constantly talk her into eating. The makeup artist has to put more makeup on her every time she's in the studio, she's lost so much weight." Once-ler tried to conjure up the last time he saw Olivia and really paid attention to her body to see if Jasmine was telling the truth, but he was coming up empty.

"She's also sleeping a lot." She continued in a rush. "On her days off, she sleeps almost all day and she still looks exhausted when in the studio. I'm worried about her, Mr. Once-ler." Jasmine sounded like she was on the verge of crying from her confession. Once-ler cleared his throat; to say he agreed with her observations would be a lie. The only time he really saw Olivia was in the dark of the night after she had gone to bed and he came from his office, and in the morning before he went back to work and even then, she slept through his departure if she wasn't in the studio.

After a few seconds of silence, the elevator doors opened to the suite.

"Olivia?" Once-ler called as he and Jasmine walked in. The whole suite was dead silent and briefly, he fought back a pang of worry. She probably slept through the taping again, like last time. He walked into the bedroom to see their made up bed and no Olivia under the covers.

"Ms. Olivia?" he heard Jasmine call in the living room and that's when he heard it. The shower running at high speed. She was showering. Once-ler moved to open the door…but it was locked.

"Olivia." He knocked, but she didn't answer. He held his ear to the door; nothing. Without thinking, he threw his weight against the door and it broke open, wood splintering everywhere. The room was full of steam and it hit him square in the face, making him squint.

"Olivia?" he called again, walking to the shower and opening the door.

She lay naked on the shower floor in a small ball, clutching her knees to her chest.

"Olivia!" The water doused him as Once-ler hopped into the shower and leaned down, picking her up gently in his arms. "Olivia, sweetheart…" An angry gash bled on the side of her head; she groaned softly. "Jasmine!" he roared. "Call the doctor! Now!"

* * *

The door opened suddenly and Dr. Funcler stood, looking up at Once-ler from his short stance. "Other than a small gash on the side of her head, Ms. Olivia is perfectly healthy, Mr. Once-ler." he waddled out of the room with his bag in hand. "A little on the thin side, but nothing a good meal can't fix." Jasmine followed him out; she had helped the doctor dress Olivia and get her in the bed.

"If I could make a suggestion," Dr. Funcler said. "She might not be suffering from something physical." Once-ler looked confused. "I've been a doctor long enough to know." He continued after a lengthy pause. "In my opinion, she's suffering from a broken heart." The words punched Once-ler in the chest; broken heart? From what? "I suggest you get some counseling for her right away, else…she takes drastic measures to make herself feel better."

"She wouldn't." Once-ler said automatically, trying to keep himself calm. "She's not like that."

"People do some crazy things to make the depression go away, Mr. Once-ler." Dr. Funcler waddled past him. "I'll be back to check on her tomorrow. Make sure she eats today." He called back as the elevator door opened to take him back downstairs.

Slowly, Once-ler walked past Jasmine and went to Olivia's side, sitting by her. She looked so pale and thin against the green sheets of their bed. He gently laid his hand on her wrist. Her skin felt clammy to the touch. She moaned and pulled her arm away from his hand. Depression…Olivia wasn't depressed…was she? Why would she have felt depressed? She had everything she could ever want, ever need but somehow…she was still sad. His fingers gently touched her cheek.

"Jasmine, can you please call my mother to come see me?" He meant to command it, but his anxiety and uncertainty had turned his request into a question.

"Right away, sir." Jasmine softly replied, pulling out her phone and walking back into the living room to give Once-ler and Olivia privacy. After a couple of silent minutes, the elevator dinged in the distance and he heard his mother's characteristic shuffle into the living room. Getting up as not to disturb Olivia, he walked into the living room.

"Jasmine," he took off his hat, sitting it on the living room table. "Will you please go watch over Olivia?" Jasmine nodded curtly and walked past him into the bedroom, shutting the door behind her.

"Oncie, what-" his mother started.

"I want you to put thick curtains on all of the windows of this factory and this suite." Once-ler turned around, feeling his commanding nature coming back to him. Pulling back the curtain, he watched as the tree cutters cut down more trees in the distance; the valley was quickly starting to look bare…more like a wasteland. He couldn't let Olivia see it. It would most certainly destroy whatever happiness she had left…if there was any at all, he thought glumly.

Lowering the curtain, he continued. "Make sure Olivia is always with someone: Jasmine, Rocko, myself, it doesn't matter. Give her things to do, but don't overwhelm her. She needs to be kept busy." Once-ler's mother silently and slowly nodded her head.

"Anything else?"

"And clear my schedule for the next few days." He looked to the bedroom door. "I want nothing to interrupt my time with Olivia." He needed to get her to talk to him; months of silence between them was finally starting to show and he needed to start repairing the damage.

"What should I tell the international board downstairs?" In the wake of Olivia's sudden downturn, he had forgotten all about the people eating lunch in the boardroom.

"Tell them an emergency came up and my meeting with them will be the first one I'll have when I get back." Without another word to his mother, Once-ler opened the bedroom door and Jasmine jumped, a small glass of water in her hands.

"I was trying to get her to drink some water. She's not interested."

"I'll try to coax her." He took the glass. "Thanks for your help, Jasmine."

"Of course, Mr. Once-ler." She smiled a short smile and dismissed herself, getting on the elevator with Once-ler's mother to go back downstairs.

Once-ler put down the glass and took off his gloves, coat and shoes. In his white shirt, tie and black pants, he went to the other side of the bed and crawled next to her, laying his arm around her waist. Jasmine and the doctor weren't kidding about her weight loss; her cheekbones were more defined against her face, like two sharp edges under thin skin. He felt like punching himself; how he could be so blind to what was happening right in front of him? A determination rose in him. He was going to fix their relationship and it would be just the old days again. Whatever the cost, whatever it took, he was going to make Olivia happy again.

She slowly opened her eyes and tilted her head to look at him; she looked a little gone, but lucid enough to have a conversation.

"Once-ler…" she breathed weakly. "Why are you a Once-ler?" Despite the logic to laugh at her nonsensical question, the bubble of laughter died in his throat and he stared at her; she looked as though she knew exactly what she was asking him, and that was thinking very carefully about what she was saying. "Aren't you ashamed, you old Once-ler?" A tear slid down her cheek. "We ought to be locked up, we should. The things we've done aren't good."

"Olivia, what are you talking about?" He hoped the pain medication she was given was talking, not her. But she pinned him with a knowing stare and Once-ler felt himself cringe under her gaze.

"You know…" she closed her eyes and her body relaxed again. Slowly, he withdrew from her side, sitting at the side of the bed by the edge to stare at the wall. The woman lying in the bed wasn't Olivia; he didn't know who that was, but it wasn't his best friend, his lover, his partner. Olivia was gone, and in her place, was a shell that moved, breathed and talked like her.

Once-ler hoped she couldn't hear him as he tried to keep his sniffles and sobs quiet. What was happening to her, to him…to them?


	13. Chapter Twelve - Stranger

**Chapter Twelve – Stranger**

_Skeletons. There were skeletons everywhere. _

_She turned around, dropping the axe in her hands onto the hard, cold ground. No trees…no more Truffula trees…she looked at her hands, holding back tears. Why did she? How could she? She turned back to the bones, and there the Lorax stood, his eyes blazing with anger._

"_How could you?" He growled menacingly, making her hair stand up on end. "How could you do this to us? To them?"_

"_I didn't…no…it wasn't me!" She felt herself lose her balance and she started to fall the ground, the earth quickly coming up to meet her face…_

* * *

Olivia shot up from the pillow, heaving and sweating, her knuckles white as she gripped the sheet. She looked around, briefly freaking out; she was just in the shower, how did she get in the bed? She remembered throwing the bottle of shampoo and falling…and someone picked her up from the shower floor…Once-ler's voice sounded panicked…Jasmine gently talked to her as she dressed her in one of her nightgowns…

She took a deep breath and let it slowly, lying back down to calm herself. The side of her head throbbed painfully, pounding like a huge drum was playing right next to her ear. It was just a dream, she told her trembling body, just a dream. But the Lorax's face was stuck in the screen of her mind; he looked so hurt, so angry…and the skeletons…she held back a sob and took a deep breath.

When she felt she was stable enough to get up, she slowly stood to her feet, and walked to the door, opening it ever so slightly.

Once-ler was humming and flipping pancakes on a plate, trying to challenge himself with the distance of the plate away from the stove. She blinked a couple of times, telling herself that maybe she was still asleep. Once-ler was never home during the daytime and he especially didn't cook pancakes in his jeans and a t-shirt like nothing was wrong.

From the corner of his eye, Once-ler saw Olivia standing the entryway to the kitchen in just her thin green nightgown, her face looking extremely confused.

"Hey, you're finally awake." He said happily, flipping another pancake behind his back to land on the plate. "How are you feeling?"

"Okay, I guess." She took a seat at the table, eyeing him suspiciously. "Why aren't you at work?"

"I took some time off to be here with you." He said as he brought a huge stack of pancakes to the table; they smelled like heaven and her stomach rumbled gently. She blinked.

"…but you never leave work. Ever."

"It's just for a few days, don't worry about it." He smiled. "The doctor will be here soon to check on you. You should eat something."

"I'm not hungry." She automatically said, but her stomach betrayed her by growling loudly.

"I would beg to differ." Once-ler smirked as he sat down, handing her a plate. From the corner of his eye, he watched her as she took a few pancakes, took some small bites, and then started to push some crumbs around her plate. In the plain light of day, Once-ler could finally see what Jasmine was talking about; Olivia looked exhausted, the bags under her eyes more noticeable on her thinner face.

They ate in uncomfortable silence for a while, and then Olivia looked up.

"So you just…took some time off, just like that?" she sounded as though she was still trying to comprehend his presence.

"Yeah." He shrugged pouring syrup over his new pancakes. "I own this place; I can pick up and leave whenever I want."

"But that's the thing…you don't do that. You haven't been out of the office since we moved here." Once-ler opened his mouth to challenge her on that, but quickly closed it; she was right. Since Thneeds, Inc. opened, he hadn't taken a vacation or a sick day. His attendance was perfect, the model boss for his employees.

"Well, maybe it's time that I change that." He said simply. "And who better to spend my days off with than my best friend?" Smiling at her, he took her free hand in his and stroked her fingers. She made a small noise, almost like a 'hmph'.

"I'm still your best friend, huh?"

"Of course you are, Olivia." He let her hand go and went to eating. She sat and stared at her plate.

"Hmm. Best friend." She said the words more slowly, nodding her head.

"Yeah…" he looked at her; she tapped her fork against the plate in a steady, slow rhythm with her lips in a thin line.

"Even though you haven't spoken to me in weeks, and we haven't had sex in months. Yeah, okay, I'm still your best friend." He tensed at her sarcastic whisper. She smiled shortly at him. "I mean, because that's how best friends treat each other." She threw up hand up casually. "Like they don't exist, like they're just there." He put his fork down.

"Olivia-"

"Best buds." She dragged out the 's', roughly stabbing a piece of pancake with her fork.

"Okay, that's enough." He snapped. "What's wrong with you?" Her eyes blazed as her gaze shot up to him.

"What's wrong with me?" she repeated.

"You haven't been yourself these days."

"Oh, and you would know?" Once-ler paused for a second, looking as though he was trying to find the correct words to say, but he finally settled on the truth.

"Jasmine told me about what's been going on. I'm concerned about you, Olivia" Dropping her fork, she stared at him

"Wait a minute. Wait." She pointed at him. "You think just because my assistant told you what's been happening with me that suddenly you have all of the answers?" she giggled shortly. "You," her tone shifted to extremely serious. "Have no idea what I've been going through, Once-ler; what I've been fighting for the past couple of months."

"And how is that my fault?" he pointed to his chest. "How am I supposed to know if you haven't told me about it?"

"Why would I even tell you, you wouldn't listen anyway!" She suddenly stood to her feet, staring down at him. "All you care about is this company, your meetings, your sales. I don't expect you to care about my petty little issues when you've got the next color of the Thneed to worry about." She spat the last few words, venom dripping from her voice. He took a deep breath to calm himself; don't stoop down to her level, he told himself…

"Olivia, look, I'm not trying to start a fight with you." He said in a tense, short voice. "I just want you to talk to me."

"I'm talking to you right now, aren't I?" She snapped.

"Just-" he stopped himself, clenching his fist. "Why are you so angry at me? I've done nothing but take care of you and provide for you the best I can. I am not the bad guy here, but you seem to think I am." She said nothing, looking down at her hands. "Do you think I'm the bad guy, Olivia?" She didn't answer him, but continued to stare at her hands, flexing her fingers.

Without meaning to, he slammed his hand down on the table, making everything shake and clatter. "Answer me!" He shouted, making her flinch. "Am I the bad guy or not?!" Slowly, she lifted her head and looked at him; for a long time, they stared at each other and finally, Olivia let out a soft sniffle.

"I don't know who you are anymore." She let a tear fall down her cheek and turned around to run back toward the bedroom.

"Olivia, wait-" Once-ler got up to follow her, but she slammed the door in his face. He sighed and rubbed his hands over his face, his angry and exasperation finally taking complete hold of him.

"You know what, fine, Olivia!" He yelled to the door. "If that's how you want this to end, then great! At least we're not married; it should be a nice, quiet breakup!" The words were out before he could stop them; did he really just say what he thought he said? "Wait…" he said, trying to control the sudden wave of panic that he felt overwhelming him. "I didn't mean that-"

"Go back to your office, Once-ler." Olivia said quietly from beyond the door. He groaned and paced throughout the living room, his eyes fixed on the door. What should he do? What could he do? Obviously, Olivia wasn't going to cooperate, and he didn't have time to play her mental games. He had a business to run. His time was precious and instead of being grateful that he was there, she was attacking him and making him feel as though her reactions were his fault. It wasn't his fault; it wasn't…

And he would show her that it wasn't.

He picked up his phone and dialed.

"Mom, I'll be back in the office tomorrow." He said sharply. "Tell the international board I'll meet with them first thing in the morning." He hung up, went to the guest bedroom on the other side of the suite and slammed the bedroom door behind him, sitting on the bed to fume.

So that was that. Olivia and him were basically finished. He scoffed, putting his balled up fists in front of his lips. He wouldn't be surprised if he came back to the suite one day and she was gone. Part of him was terrified, heartbroken and willing him to go in the bedroom and not leave until she agreed to help him fix things. But a part of him, the seemingly loudest part, didn't want to fight for her. He could have another woman at his side at a snap of his fingers; he didn't have to keep running in circles around her, and he certainly didn't have to (and wasn't going to) beg for her to stay.

A pink Thneed hung on the closet door and he picked it up to hold it in his hands. At least the Thneed never talked back, never accused him, and never tried to make him feel like he was a horrible person. Setting it down, Once-ler phoned his assistant and told him to collect his things from the master bedroom whenever he had time. If she wanted to leave, then fine. The door was wide open…

* * *

"Jasmine, I'm fine now." Olivia stormed off the elevator, ripping her hairpins out of her hair. That was the last time she would ever work with Rocko; she had enough of his verbal abuse. Her assistant quickly shuffled after her.

"Ms. Olivia, just let me make you a cup of tea while you wait for Mr. Once-ler to come-"

"No, I can make it myself." She yanked the kettle from Jasmine's hands roughly, slamming it down. She immediately felt terrible; the girl was so sweet, and there she was, just yelling at her.. "Jasmine, I'm sorry." Olivia breathed out a slow breath. "I'm just...I don't know." She shook her head. "Would you mind if I just stayed here alone for the rest of the day, please?" For a second, Jasmine looked very unsure about what she was doing, but then she smiled.

"Call me if you need me, okay?"

"Of course I will." Giving Olivia one last look unsure look, she went to the elevator and back downstairs.

Olivia lay on the couch, holding her hand to her head. It was probably her imagination, but she felt like she was constantly being watched. It wasn't by Once-ler, though; after their fight, he made sure to keep his distance by moving to the guest bedroom and refusing to speak to her. But otherwise, she was constantly surrounded by people and always being dragged into new projects and meetings. At the least, it kept her and Once-ler separated, but it was getting to be too much; time alone was precious these days.

"So how are things?" Olivia's eyes shot open. That voice…was that…? She sat up to see the Lorax standing by the patio door.

"Lorax!" She hopped up from the couch and ran over to him to pull him into a tight hug. She buried her nose and lips in his furry cheek. "Where have you been?" she asked, her voice trembling.

"Where I've always been." He pet her shoulder gently. She pulled back to look at him.

"Then why haven't I seen you?"

"You haven't been looking for me." He answered simply, with all the wisdom of his deity weighing that statement. "You look like you've been ill."

"Not ill, just stressed…" Olivia sighed; the words flowed out of her mouth like water from a broken dam before she could stop them. "Oh, Lorax, it's been so frustrating over the past couple of months." She stood to her feet. "I'm sick of living this life, being the Queen of the Thneed." She walked away from him to look into the mirror in the living room. "Once-ler and I can barely be in the same room without tearing each other's throats out. It's been so tense around here…" She spun around and grabbed the Lorax's little arms again, lifting him up to her eye level. "But I'm so glad to see you!"

"I'm happy to see you too, Olivia." The Lorax smiled a gentle smile. "We've missed you." She put him back on the ground.

"The animals, how are they?" she asked before she could stop herself. "I bet Pipsqueak is huge now, maybe even a dad of his own cubs. Oh, and the baby swomee swan!" Olivia gasped happily. "He was the best little helper, gave the best advice." The Lorax held back a smile.

"It was just a quack most of the time."

"It was still better conversation than what I'm getting around here." She said, laughing a little. "Please, tell me. Are they all okay?" The Lorax's face fell slightly.

"Why don't you come and see for yourself how they're doing." He took her hand gently and led her to the patio door. She looked at the curtains; they were different…they were new. With a slight pause, the Lorax threw open the patio doors to show her the wasteland outside. She felt her knees give way, and she grabbed the door handle for support.

A sea of grey specks dotted the lifeless ground all across the land. It looked like it was nighttime outside; the clouds overshadowing the factory were so black. In the distance, the tree cutters roamed all around, the screams of their axes piercing the air as they swung and cut down trees in their way.

"Wha…" Olivia slowly walked outside and immediately began to cough. She held her hand over her mouth and nose, holding back a gag from the sickening smell. The air...it was thick with smog. To her horror, some of the animals were sitting not too far away from the balcony, some holding their bellies from hunger and some coughing and shivering, covered in black goop.

"The animals are starving and sick, Olivia." The Lorax said, going to stand next to her. "They struggle to find food every day out here…if what's out here is even considered food anymore."

"How…what…I…." Her heart broke as she heard a hummingfish cough weakly. "How long has the valley been this way?"

"Slowly, over time, it's become this way, but it's been this bad for a couple of months now." The Lorax said softly. She turned back around to walk inside the suite, her mind racing a million miles an hour.

"How did I not know?" she asked herself dumbly. "How? I just…I…Once-ler, he-" Once-ler. Of course, she should've known. The Thneed…that damn Thneed was the reason for everything happening to them and to the animals. Her mind went blank as she started to pace, wringing her hands roughly. She growled and groaned with pent up energy, making occasional moves toward the elevator, but then backing away to the balcony. The Lorax watched her quietly, and finally, she slowed down with her back to him.

"He's been hiding this from me, hasn't he?" her voice broke under tremendous rage and grief. The Lorax closed his eyes and bowed his head. With a sudden sweep of movement, Olivia stormed to the emergency exit and ripped over the door to go downstairs to the main floor.


	14. Chapter Thirteen - The Confrontation

**Chapter Thirteen – The Confrontation**

Olivia's heels clicked loudly on the floor with her hard and fast steps. People quickly moved out of her way as she strode past them, occasionally muttering to themselves or to each other. She probably looked as though she had lost her mind; in truth, she had. She could barely think, barely breathe, barely slow down as she charged past Once-ler's mother's desk, ignoring her surprised and questioning look.

Finally, she got to his office and Brett and Chett were standing in front of the doors.

"I need to see Once-ler now." She barked as she stopped.

"Do you have an appointment?" Brett asked.

"I don't need," she got up close to Brett's face. "An appointment to see him."

"Well, he's busy right now." Chett said, reaching out to push her back gently from his brother.

"I'm telling you," she felt her patience running on vapors. "You want to let me in."

"And we're telling you," Chett retorted. "that you need an appointment to see him-" Bam! Olivia didn't see her fist connect with his nose, but she heard the crunch of cartilage and saw the blood pouring from Chett's nose. He fell to the floor, holding his face and howled from pain. She winced and rubbed her knuckles.

"You want to be next?" She growled to Brett, and he immediately moved out of her way. "That's what I thought." She shoved the doors open and stormed into Once-ler's office.

The office was dark with the curtains drawn, but she could still make him out sitting at his desk, his large chair making him look tiny. He looked up from a small town model in front of him and frowned.

"How did you get in? I told Brett and Chett-"

"Shut up." Once-ler's face registered shock at Olivia's sharp tone as she stood in front of his desk. "You covered the windows on purpose, didn't you?" she shoved the model aside to the other side of the curvy desk and leaned into his face, their noses inches apart. "You crammed my schedule full of crap, made people follow me everywhere and put up thicker curtains just so I wouldn't know about the wasteland, didn't you?" Once-ler's face quickly became stone blank and Olivia slammed her hands down on the desk.

"DIDN'T YOU?" she screamed.

"You're talking crazy, Olivia." Once-ler stood up from the chair and spun around to walk to the window.

"I'm crazy?!" She followed him. "You tear down a whole forest and I'm talking crazy?!" He reached out and drew back the curtain, letting in the dull light of the outside. With a hum, he put his hands behind his back and looked straight ahead to the south of the wastelands.

"You think Thneedville is a good name for a town?"

"Once-ler!" Olivia marched to him and grabbed his shoulder, spinning him around to look at her "You-" she stopped at his expression; in the darkness of the shadows, he looked uncomprehendingly bored, but his eyes were dull, dark and unfocused as they stared down at her. She paused, pulling her hand back slowly. "What's the matter with you?"

"What's the matter with me?" His voice was eerily controlled, calm. "I should ask you the same thing." Slowly, she backed away from him, not taking her eyes off of his face; hated and greed blazed in his eyes as he watched her move away from him.

"Nothing's wrong with me, Olivia. I'm not doing anything wrong." He said it so casually, so nonchalantly that she couldn't help but balk. "I'm doing what I need to keep this business running and a roof over our heads. I'm not the bad guy here," he repeated from the day before, pinning her with a very stern gaze. "whether you believe that or not. Now, if you'll excuse me…" he walked past her. "I think you should leave now." He stood by his model, examining the buildings quietly.

She stared at his back and slowly walked past him, her heart dropping with each click of her heels. She looked over her shoulder at him, and turned away, sniffling and wiping the streams of tears that poured down her face. He really wasn't going to stop her…he was letting her walk away…no, he had told her to leave him. And she would. She would run as far away as she could, not bothering to look back or think about the monster of a man she was leaving behind.

"By the way, Olivia," Once-ler called to her just as she put her hand on the knob to leave. "Don't even think about trying to pin the blame for what's happened on me. If anything, you're just as much to blame." Olivia couldn't stop herself; she spun around to face him.

"What did you say?"

"You heard me." Once-ler looked at her and shrugged. "You're just as much to blame as me." It all happened so fast; for a split second, Olivia tried to stop, but before she could command herself to just leave, she was charging back and her hand stung as she backhanded Once-ler across the face, knocking him back against his desk.

"My fault?!" she screamed. "That," she pointed to the wasteland outside. "Is all you, Once-ler! I didn't order the trees to be chopped down, I didn't order the skies to be filled with smog and I most definitely didn't muck up the ponds with glub! You did that! You!" Once-ler rubbed his cheek and jaw and scoffed.

"May I remind you," his voice was so quiet, so tight that Olivia had to strain to listen. "that you're the one that helped me to sell my Thneed. And you also picked the place for this factory." His cheek angrily burning with the pain of her slap, he smirked at her under the rim of his hat. "Face it, Olivia. If it wasn't for you, we wouldn't be here."

"You ba-" she started to say, but she stopped herself as her eyes fell once again to the window to watch a family of barbaloots share what looked like a rotten Truffula fruit between them. The anger, the rage that she felt started to shrink away and in its place came, to her amazement, an even deeper sense of guilt. She had betrayed the animals' and the Lorax's trust in her; it was partially because of her helping Once-ler realize his vision that right outside of the factory, the animals were sitting in a small group, passing the fruit around and taking small bites as though to make it last.

The Lorax was right; she had become just as destructive as Once-ler.

Before she could start to absorb the revelation of her actions, Once-ler continued his speech.

"This," he said, with a vicious smile, starting to walk toward her. "Is the result of both of us." He suddenly stalked close to her, backing her up against the wall. He scanned her face with his eyes and chuckled softly. "Remember what they call us, Olivia: the King and the Queen of the Thneed." He gently brushed a piece of hair out of her face, running his finger down her shoulder. She tried to control her breathing as her eyes followed his finger down to the front of her dress.

"Who would I be without my Queen at my side?" he whispered, running his finger lightly over the broach on her dress. She swallowed and tried to control her trembling, afraid that if she made a sudden move, he would snap and do…who knew what?

"You look so beautiful today." he muttered, almost as though he was talking to himself. "Do you how hard it is, sleeping in the same suite as you, but being rooms apart? I can't count the amount of times I stopped myself from breaking down the door to your room, how many times I had to hold myself back from you…"

"If this is your idea of seducing me, you're doing a very poor job at it." She held back a whimper as he traced her bottom lip with his finger and looked thoughtful for a second, then chuckled and dropped his hand. Taking a quiet deep breath to control her shaking, Once-ler turned around to walk back to his desk.

"Whether you realize it or not, Olivia," he turned back to face her. "We have made each other who we are. If you hate who I've become, then take a look at yourself, my darling."

"I am NOT you!" Olivia found her voice again, charging at him. Her hand went out to slap him, but he caught her wrist, and roughly pulled her close to him.

"Hit me again," he growled, squeezing her wrist. "And you'll regret it."

"I promise you, it will be worth the regret." She hissed back, standing on her toes to get close to his face.

"Stop it, both of you!" Once-ler and Olivia stopped to look at the voice that barked at them; it was the Lorax. He stood by a side door to the office, eying Once-ler. "Let her go, now." He commanded and Once-ler immediately let her wrist go and she rubbed it gently; he didn't have a loose grip, that was for sure.

"What are you doing here?" Once-ler barked.

"Don't talk to him like that!" Olivia shouted.

"Olivia, stop." The Lorax gave her a hard look. "It's okay." Once-ler looked between them for a few seconds, and the Lorax stood as tall as he could, looking as though he was ready for a fight.

"Oh, I see what this is." Once-ler laughed as he looked between the Lorax and Olivia. With lightning fast speed, he turned and crouched low enough to get right in the Lorax's face. "You know what? Unlike her," he pointed to Olivia. "My conscious is clear." He took a step, forcing them outside the office and down a set of stone steps. "I've done nothing illegal, I have my rights…"

In the distance, a lone truffula tree stood, its fate decided by an approaching tree cutter.

"Once-ler! Stop!" Olivia ran after him, grabbing his arm. "Leave him alone!" he tugged his arm out of her grip with such force, she fell back on the ground, hitting the back of her head on the hard floor. She winced at the pain and rubbed the back of her head, sitting up. The engine of the tree cutter backfired as it made its way toward the tree, attracting her attention.

"No…" she scrambled to get up.

"And I intend to keep on biggering and biggering and turning more Truffula trees into Thneeds." The Lorax fell to the hard ground at the last step, looking up at Once-ler with a terrified expression.

"And nothing is going to stop me!"

"NO!" Her sudden scream caused them both to look at her. They followed her gaze to the tree cutter as it cut across the trunk of the tree. The sound of the cut rang out sharp and clear, and the smack of the tree to the ground echoed all though out the valley.

No one said anything for a few seconds, each person as shocked as the next.

"Well, that's it." The Lorax finally said. "The very last one. That may stop you."


	15. Chapter Fourteen - The Valley Exodus

**Chapter Fourteen – The Valley Exodus**

It seemed like an eternity before anyone moved.

Once-ler slowly straightened up as the realization of what just happened hit him. That was the last tree, meaning no more Thneeds…no more business…his factory would have to close…hundreds of people would be without jobs…and Olivia…

Olivia.

Her heels were the only sound he heard as she walked down the steps and stopped next to him, staring in the direction of the fallen tree. He was glad he couldn't hear her thoughts. The worst part was he knew deserved every last drop of her hatred, her disgust toward him and that whatever she thought about him was probably the truth.

Suddenly, the sound of an engine broke everyone's' train of thought and the family RV stopped in front of them. The window rolled down and Once-ler's mother looked straight ahead, shaking her head gently.

"Son," she said. "You have let me down." She let her words sink in, and then proudly pronounced that Brett was her favorite child before starting to drive again and screeching toward the hills. Once-ler stared after the RV and back to Olivia, who hadn't moved an inch through the whole short encounter.

Slowly, she turned her head to look at him and he met her eyes. A dull pain built in his chest; it physically hurt to see Olivia looking as though she using every last bit of strength left in her to keep herself in one piece. Both of them turned to look at the Lorax as he stood up, saying nothing as he walked to a small pile of rocks and stood on the one at the top. Quietly, as a collective group, the animals all showed up behind him, some limping, some clutching their stomachs and some being supported by other animals.

"Hey, look," Once-ler gently grabbed Olivia's wrist to pull her back with him. "We don't want any trouble." She quickly pulled her wrist away, holding it close to her chest. Ignoring the sting of her reaction, Once-ler kept his eyes on the group in front him.

"And you won't get any." The Lorax said simply, nodding his head toward the group behind him. "Not from them." His eyes drifted to Olivia, but she looked down to her feet. "Olivia." She didn't look up at her name, but stayed stone still, barely breathing. The Lorax got off of the pile of rocks and went to stand in front of her.

As if the world was lost to her feet, she started to crumble to the ground in a heap of sobs and whimpers. Without a second thought, Once-ler reached to catch her, but the Lorax shot him a dark look and when she hit the ground, sobbing into the dry dirt, he drew her close to him, petting her hair.

"No, I can't…" she mumbled into the Lorax's fur. She knew what he was asking her to do and she couldn't do it.

"Olivia-"

"They hate me. I can't leave, please..." She sounded like a wounded animal as she tried to catch her breath through her sobs. She became incoherent, and Once-ler held back his own tears; she looked positively hysterical, an edge of desperation working its way into her voice.

"Olivia." Lorax shook her gently and she let out a pained groan. "Look at them, Olivia, look." He moved out the way and she slowly opened her eyes to see all of the animals looking at her. The poor swomee swans, with their naked bodies, stripped of their beautiful feathers. And the barbaloots, who looked so skinny and hungry, and the hummingfish, who hacked and coughed as a group. Who knew if they would ever sing again?

"They need you to help them start over when I go away." Once-ler was puzzled; go away? Why would the Lorax go away? Wasn't he the guardian of the forest? Why would he leave Olivia in charge of the animals' well-being?

"I know you love him," the Lorax whispered, briefly looking at Once-ler. "but if you don't leave here today, your love for him will slowly turn into hatred." She stared at him. "Trust me." How could Lorax expect her to lead the animals to safety after everything she had done, when she could barely think about the destruction all around them, barely comprehend her role in leaving them homeless? But it was the agreement she made with him a long time ago as a child: in his absence, she was his representative, his ambassador. She had a duty to fulfill that was outside of herself.

No matter who or what she had to leave behind, she had to go with them.

She let out a long sigh and slowly got to her feet. For a second, it looked as though she was going to turn around and walk away, but with a new determination, she kicked off her heels, ripped a long portion of the bottom of her white gown off, and tied her hair back with the extra fabric.

Even with her ripped gown, wild hair, and tear stained face she looked still graceful and beautiful. She turned to face Once-ler and walked up to him slowly.

"You were right, you know." She said after a few seconds of staring at him. "About this being my fault, too." Once-ler felt his stomach drop. "We both…have to live with this. But he's right," she nodded toward the Lorax. "We can't do it together." With her hand, she motioned toward the animals, barely able to control her shaking voice. "I have to go with them."

"Olivia-" she held her hand up to stop him.

"Please don't." She shook her head. "Don't beg me to stay. If you do…" she swallowed. "I won't able to walk away from you." Once-ler fell quiet, taking his hat off his head to stare at it mournfully. She turned to walk away toward the group of animals, but stopped and went back, knocking his hat out of his hands to grab his face and plant a gentle kiss on his lips. Before she could pull back from him, however, he grabbed her around the waist and with everything he had, every emotion he could muster, he kissed her harder and deeper, caressing her face, hair, back and shoulders, trying to hold onto every last second, every last memory.

He knew deep down he was never going to see her again. Never again would he feel her soft skin beneath his callous fingertips, her breath on his neck as they made love, her laughter, her songs, her snores. She would become a distant thought, a shadow in the corners of his memories...

Finally, with a whimper and sob, she pushed herself back from him and turned away, touching her lips tenderly as she walked back to the animals. She needed him; oh, the skies above, how she needed him. Even after the hatred between them, the fights, the words, she still loved him with every fiber of her being and she knew, deep down, that she would never love anyone like she loved Once-ler. No other man would inspire her, drive her, push her, encourage her, aggravate her or love her with passion and desire like he did.

He was her soulmate and it killed her to take each step away from him.

When she stopped in front of the group, the animals all looked at her with reserved faces, but from the middle of the crowd, a baby barbaloot emerged. With no trace of fear on his face, he walked up to her and tugged at her skirt, holding his hands up. She smiled and picked him up, nuzzling her nose in his coarse fur. With the heaviest of hearts, she took the first steps towards the west of the wastelands and within a couple of seconds, the animals started to follow in a line. The factory's sounds started to quiet all across the land and after a while, there were just the sounds of the animals' footsteps and Olivia's quiet sobs in the barbaloot's fur.

A sound, however, made her stop in her tracks.

"Olivia!" A voice called and she turned around, hoping that it wasn't Once-ler trying to follow her. It wasn't. It was Fred, who was climbing down from a tree cutter…the tree cutter that cut the last tree down.

"Fred?" Olivia breathed, looking between him and the tree on the ground. He came close to her, looking dirty and sweaty. With his mouth slightly agape and his expression wide eyed, he looked between the animals and the tree.

"What have I done…?" With a look of devastation, he looked around at the wasteland, as though he was in a dream and trying to get himself to wake up. "Olivia, I didn't know…I didn't know…" Gently, she took his hand, squeezing it.

"I know you didn't…" she said softly. Fred sniffled, nodding toward the line of animals.

"You're leaving with them?" She nodded silently. "Will I ever see you again?" She looked to the dark, cloudy skies, blinking back some tears.

"Who knows?"

"What about you and Mr. Once-ler?" They both looked to the factory, where the Lorax and Once-ler were staring at each other.

"Let's just say I'm no longer the Queen." She answered after a lengthy pause. Fred nodded slowly.

"Well…" he shrugged weakly. "I guess… this is good-bye, Olivia." He gently kissed her cheek and let go of her hand. She turned to head back to the line of the animals, but stopped.

"Fred." Olivia turned to face his back and he stopped walking. "Don't let people forget. About the trees, I mean. Tell you kids, tell your grandkids, tell anyone that will listen…" Fred looked over his shoulder at her, a small smile on his face.

"I will." He promised, turning around to walk away again, but he stopped. "I hope I have a daughter like you someday, Olivia." A small bubble of laughter came out of her mouth.

"Even if she's a psychopath?"

"Hey, they aren't so bad." He continued to walk across the wasteland toward the factory again. She could only hope that Fred would keep his promise. From the pile of stones, the Lorax took himself by the seat of his pants and calmly floated away to a light in the sky through a hole in the clouds.

Cradling the barbaloot closer to her neck, Olivia slowly started to walk with the animals again. She didn't know what made her do it, but she started to sing one of her songs, using her footsteps to keep the rhythm. She was afraid the animals weren't going to join in, but one by one, they all made an attempt to sing along with her. She held back tears of relief; maybe things would be back to normal one day…


	16. Chapter Fifteen - A Reunion

**Chapter Fifteen – A Reunion**

Ted stood looking down at the old and crumbled Unless stone, absorbing the last of the Once-ler's tale.

"Deep down," the Once-ler said, wiping a tear away from his cheek. "I knew the Lorax did the right thing with separating Olivia and I. She was needed with the animals, and…I think we would've destroyed each other in the end with our shame and guilt."

"What happened to her?" Ted felt as though he already knew the answer, but he needed the Once-ler to confirm it.

"I heard a rumor that she died shortly after leaving the wastelands. I…" the Once-ler trailed off. "When I heard that, I fell into such a deep depression; it's sometimes embarrassing to think about it…I did everything I could to try and move on, to try and forget about her, but I just...couldn't. Olivia was such a part of me that it felt as though half of my world, half of myself died with her." With those final words, the Once-ler walked away from the window and came back, sticking his long green arm through the boards to drop the last Truffula seeds into Ted's hand.

"She would've wanted you to have this." The Once-ler said. "You need to plant it, Ted…"

As he watched Ted's scooter disappear into the smog back toward Thneedville, Once-ler sat quietly on his bed, leaning back against the wall to clutch his hand to his chest...the story wasn't just inside of his head, inside of his heart weighing heavy anymore. A peaceful feeling overtook him, and he welcomed it; finally, redemption was in his future...

* * *

"We're standing in front of the Truffula tree, which has been growing strong here in Thneedville for 3 years today…" the reporter chirped to the camera as the crowd stood all around her, trying their best to get seen by the cameramen. From a distance, Ted, Audrey and Grammy Norma drank their ice cream sodas, basking in the warmth and happiness of the festivities around town square.

"Can't believe it's been that long, already." Ted said as he took Audrey's hand.

"I know, right? I wish my grandpa Fred was here to see this." Audrey sniffled. "He would be so happy."

"He would be proud of both of you kids." Grammy Norma smiled at Ted and Audrey; now 17 and 19, they were a budding young couple, with a wedding set in the summer. Everything was finally coming together, but Ted still felt something was missing.

"I wish Olivia was here to see this, too." Ted sighed sadly, and Audrey pet his hand, leaning over to kiss his cheek gently.

"I'm sure she's watching from the skies, Ted."

"Yeah, but still…" A small gasp sounded from Ted's other side; Grammy Norma stood up from her chair and stared toward the outskirts of the crowd.

"Oh, my goodness." She stood positively mesmerized. "I can't believe it."

"What?" Ted and Audrey followed her gaze, but couldn't see who or what she could be looking at.

"I can't believe it! I haven't seen her in so many years!" Grammy Norma waddled as fast as she could to a woman who was standing off to the side by herself, watching the festivities with a slight look of awe. She was tall and graceful looking, with long grey and white curly hair, tan skin weathered from years in the sun and deep brown eyes that watched the crowd all around.

Ted and Audrey followed Grammy Norma close behind as she suddenly stopped by the woman's side.

"I remember you." Grammy Norma broke the concentration of the woman, and she looked to the group all warily, drawing her thin jacket closer around her shoulders. "I used to watch your commercials all of the time when I was a little girl. I admired you so much." Ted racked his memory; didn't Olivia used to sing in commercials? The woman smiled.

"You're the first person I've met in a long time that remembers those days." She said, turning her body to face them. Her voice was gentle and kind, like she was used to speaking to strangers.

"Where did you go? We thought you..." Grammy Norma swallowed. "We thought you died." Didn't Once-ler say…?

"No, I left and went far away from here..." The woman trailed off to look at the tall proud Truffula tree, its tuffs blowing in the wind spreading the smell of butterfly milk all around them. "I haven't seen one of those since I left. Amazing..." Finally, Ted recognized who it was.

"You're Olivia!" He croaked out, and all of the women stopped to look at him. "You-I-me-it-"

"Ted, it isn't polite to stutter." Grammy Norma said jokingly.

"I've heard about you!" He pointed and looked at Audrey. "That's Olivia!" His eyes widened, but Audrey looked just as lost as everyone felt. "I'm Ted." He held out his hand and they shook. "I was the one that got the seed, but in order to get it, I had to listen to a story." Audrey's face suddenly lit up with understanding."And an old man had to tell it to me; a man who was responsible for the loss of the trees..."

For a second, Olivia looked as though she didn't understand who he was talking about, but suddenly her eyes widened and she covered her mouth.

"Once-ler?" she whispered.

"Yeah, Once-ler." Ted smiled. "He told me his- well…your story. About you guys, and your relationship." Olivia blinked, opening her mouth to say something but closing it again. Ted couldn't believe the incredible luck; Olivia wasn't dead. All of those years, Once-ler believed that she had died, but now, he could see her again, say things he never said, and they could make up! Without thinking, he sprung at her.

"Olivia, you should come with me to see him. To see Once-ler." She shook her head and looked away.

"No, I...I can't."

"Come on, please, Olivia. Once-ler...He would want to see you. It's been 53 years; you guys need to break the silence." she said nothing. "you should've heard how he talked about you. I could tell you meant so much to him...that you still do. Just...please." Audrey and Grammy Norma waited with baited breath, and after a couple of tense minutes, Olivia looked up at Ted.

"Are you sure he'll want to see me?" she asked somewhat hopefully, with a hint of suspicion.

"Positive." He beamed, and looked to Grammy Norma and Audrey. "We'll be back later."

* * *

"What happened to you after you left the wastelands?" Ted up to that question had been driving quietly outside of Thneedville toward the Once-ler's house, trying to contain his excitement and nervousness, but he needed to know. He heard Once-ler's side; now it was Olivia's turn. With a soft sigh, she began to tell him...

It seemed like Olivia and the animals walked for days, for weeks even before they reached a land that would be a good home. She spent time getting animals settled, helping to build homes and nests, nurse animals back to health again and bury the ones that didn't make the journey. By chance, a small village wasn't too far away and she settled down in a small cottage, basking in the fact that no one that lived there knew who she was at all. After a couple of years, a piece of news spread throughout the village that a man who had a large factory back toward the new town of Thneedville had torn down it down and out of despair, had killed himself.

"I didn't know what to make of the news when I heard." Olivia said softly, watching outside the window as Ted drove. "I cried for so long, I lost count of how much time went by. I think the animals thought I would never stop, but I finally decided to just grieve his...whatever that was, and move on." Ted didn't say anything as he drove up the slope to the house and stopped in the front yard. He climbed out of his car and immediately starting to walk toward Once-ler, who was busy watering tree sprouts, but stopped. Olivia lingered back at her door, looking as though she was about to be sick.

"Olivia," Ted took her hand. "It's okay." he said softly, pulling her forward.

Olivia couldn't help but feel to turn around and run away back toward Thneedville. She didn't really know why she left her village so many miles away to see the tree, but she had to. She had to know it was really real, that Truffula trees were really back. She wasn't counting on even seeing Once-ler, but there he was, alive and walking around slowly to water the Truffula sprouts all around his front yard. He looked so different; he was still thin and tall, but age had hunched him over. He wore a pink Thneed around his neck and his old green coat, gloves, and top hat, all worn with age.

"Hey, Ted!" Once-ler called, his back turned to them. "How's the wedding planning going?"

"It's going great, actually, I came here to ask you about something."

"I know nothing about planning weddings, son," Once-ler chuckled as he turned around. "But I could-" he stopped and dropped the watering can, whatever color he had draining from his face. "Olivia..."

"Hello, Once-ler." She said simply, wringing her hands together. Ted stepped back as he watched the two reconnect over the space between them.

"I thought…you were dead." Once-ler finally croaked after a couple of seconds of silence.

"I thought the same about you." Olivia said, wiping a tear away from her cheek. Ted smiled as they stared to walk closer to each other, slowly, but with firm steps.

"Can you forgive me for being such a fool towards you?" Once-ler asked.

"Oh, Once-ler," Olivia waved her hand. "We were young and had tempers. We were bound to say things we didn't mean."

"But I never got a chance to say I was sorry...and that I loved you."

"You didn't have to say it. I knew." Finally, they were close enough to where Once-ler reached out to take her hand.

"You're still so beautiful." He said softly, examining her weathered hand.

"Please…I'm an old woman now." Olivia laughed softly, wrapping her fingers around his.

"You're still my Olivia." He held her hand to his chest tenderly, holding back a tear. "The love of my life." He took a shaky breath. "I've missed you so much." She moved closer to him, touching her forehead with his. Ted felt his heart give a short jump; finally, Olivia and Once-ler could have some closure. They could finally set things straight. They held hands and Once-ler took her around to the different sprouts, softly talking to her.

Ted's eyes must've been playing a trick on him; it looked as though time went backwards and he saw Olivia's hair turn back to its rich black color; her clothes changed and shifted back to the pink dress Once-ler described her wearing the first time he ever met her, her feet missing shoes. Once-ler's back straightened up and his fedora hat that he wore as a young man appeared on the jet black bed of hair on his head, his body donning the same vest and long striped pants. They leaned against other, Olivia resting her head on Once-ler's shoulder as they stood looking off into the distant hills.

Against his will, Ted blinked and they were right back to the same old man and woman, slowly wandering around holding hands. But he smiled all the same; they were finally back together and they could pick back up where they off, going back to the way they were.

**NOTE: My apologies for not talking through the last few chapters; I just didn't want to break the tension, but now I'm free to talk! Wow, this is finally over…or is it...? Nope! Stayed tuned for some extras! And thanks to bellechat and starrat for your awesome reviews!  
**

**GW**


	17. Epilogue

**Epilogue**

"Wow, Olivia, look at you!" Ted and Audrey laughed as Olivia skillfully flipped a pancake onto Ted's plate from the skillet by the stove. "Where did you learn to do that?"

"Oh, I learned from the best." She said, leaning over to kiss Once-ler's head bald head. He smiled happily, looking as though his face was about to split in half from the amount of smiling he was doing.

"That's my girl." He said as she flipped another pancake behind her back to land on Audrey's plate.

While Ted and Audrey inhaled their pancakes, Olivia looked to Once-ler, who was looking out the window at the Unless stone.

"Once-ler, he'll come."

"Who?" Ted looked between them, looking extremely confused.

"How do you know?" Once-ler ignored Ted's question.

"I just know he will."

"Who's coming?" Ted asked louder, provoking a side elbow jab from Audrey to quiet him down. Once-ler got up, grabbed his top hat from the hat stand and walked outside, standing in front of the Unless stone.

"The Lorax." Olivia finally answered Ted. "He thought he'd be back by now, especially with me here." She sat down at the table. "But he has yet to make an appearance."

"Why does he want the Lorax to come back?" Audrey asked. "I mean, you're here with him and I thought that's what he wanted."

"He wants closure from both sides." Olivia said tenderly as her eyes drifted to Once-ler again, who was looking at the sky. "We both do." She finished, smiling at the two young people that looked at her over their food. "But enough about us. How's the wedding planning?"

* * *

Once-ler walked around the yard, looking at the white puffy clouds that lazily drifted across the sky. It's been years since the tree was planted and weeks since he and Olivia reunited. Where was the Lorax?

He sighed and turned around to walk back inside, but the sound of a twinkle stopped him.

Turning around slowly, he watched as the Lorax descended from the sky and landed gently on the Unless stone, a huge smile gracing his face.

* * *

Olivia, Ted and Audrey heard Once-ler's happy laugh and got up from the table, opening the front door to see him on his knees in front of the Lorax.

"You done good, Beanpole." He said, nodding and looking to see Olivia, a tear rolling down her cheek. "You both did." He said to her, and Once-ler hugged him, surprising the Lorax but gently, he returned the hug, petting his thin shoulder. When they separated, he cackled as Once-ler stood up. "By the way, nice mustache."

Olivia came to Once-ler's side and he automatically wrapped his arm around her waist to draw her closer to him.

"It's nice to see you two again." The Lorax said, looking between them. "You look happy."

"We are." Olivia said.

"So, when's the wedding?" Olivia and Once-ler looked at each other; why would the Lorax be interested in Ted and Audrey's wedding? He didn't even know them. Audrey spoke up from behind them.

"Ted and I are getting married in the summer-" The Lorax shook his head.

"I don't mean your wedding, I mean theirs." He nodded toward Olivia and Once-ler and their eyes widen.

"We're a little old for that, don't you think?" Once-ler asked

"You're never too old to marry the love of your life." The Lorax said tenderly. They looked at each other again, a smile twitching on Olivia's lips.

"Don't you have to ask me first?" she asked, winking. Once-ler chuckled and turned to face her, holding her hands.

"Olivia, my love…" he touched her cheek. "Will you marry me?"

"Of course I will." She answered, drawing his face close to kiss him. Audrey looked as though she would faint from the sweetness of the moment; she gripped Ted's arm tightly, holding back a soft sob.

"Isn't that just the most wonderful thing you've ever seen, Ted?" Ted smiled as Once-ler and Olivia murmured lovingly to each other, the Lorax wiping a tear from his eye.

"The best." He answered, hugging Audrey close to him and kissing her forehead.

**NOTE: AND NOW, IT'S DONE! Okay, wipe your tears away now. I updated twice today because the next chapter is a trivia page. It's just something I used to do as a writer on Fictionpress, it has nothing to do with the main story but you're welcome to take a look!**

**GW**


	18. Trivia Page

**Hello, Lovelies!**

**Many moons ago, when I was a pretty well known writer on FictionPress, I used to do a trivia page at the end of each of my stories, just for anyone curious about what it took to write my stories.**

**So, here now, is my trivia page for the Way We Were:**

**-this idea was apparently in my head since the movie came out. I found some old scraps that I wrote and they date back to March of 2012. I'm glad I waited to release it until now, it wouldn't have packed as much of a punch back then as it did now (at least in my opinion) and also, the original story was way different.**

**-The hardest chapter to write was the final confrontation between Olivia and Once-ler. I had many, many, MANY different versions of that fight in my head, and it was super hard to put it on a document. I even had to act out some of it in my living room to make sure it was what I was looking for.**

**-The easiest chapter to write was when Once-ler saw Olivia undressing. Took me 2 whole hours to write it from scratch and edit it.**

**-Before publishing the story here, I had no other ideas on what to write, so I wrote the valley exodus scene first and went from there. Granted it was a rough draft, but it was the first complete chapter. I'm glad I did it that way; it gave me a glimpse at Olivia's character and it showed me that: a.) Olivia had something to do with what happened to the forest; b.) she had to leave with the animals after everything was said and done; and c.) she and Once-ler were madly in love (no getting out of that part!).**

**-Olivia was originally going to be living in the forest, but I got to thinking and I didn't think she would be very identifiable with us if I went that route, so I changed it around to her living in Greenville.**

**-this story had four different endings:**

**The first one (and the one that I originally wanted to go with) was where Olivia was dead, and there was an olive tree planted in her honor in the middle of a lake. It would've been through her that Audrey found out about trees in the first place. I'm not a HUGE fan of all happy endings (maybe I like drama more than I thought), and was totally fixated on using it, but in the end, I scrapped it. It just didn't fit my characters and it was their story, not mine.**

**The second ending was where Olivia and Once-ler thought each other were dead, and the Lorax was the one that brought them together in the end. I didn't really like it, and I thought it was too much like the situation of a show I was watching at the time (see if you can guess which one…). Some of that carried over to the real ending, but not much, and I also wanted to incorporate Ted and Audrey since Fred was the one that, in essence, got this whole thing started.  
**

**The third ending was where Ted at the age he was in the movie went to look for Olivia and brought her back to meet Once-ler. I tried and tried to make that scenario believable, but I just couldn't, so I scrapped it.**

**The fourth ending is what you saw. I felt that Olivia and Once-ler should have closure in the end and finally make up for lost time and mistakes, so I brought her to Thneedville when Ted and Audrey were older, and the tree had time to grow.  
**

**- I BRIEFLY played with an idea to introduce kids into Once-ler and Olivia's relationship (hey, they were "active", so why not?) but as much as I tried to write something, I just couldn't do it. Other stories here have great examples of Once-ler having kids with either Norma or an OC, and it just wasn't something I could bring myself to do. Besides, the drama could be ramped up to the max with no kids around, and we know how much I love drama ^_^**

**Well, that's the end. Once again, thank you everyone for taking the time out of your day to read this story. I had a great time writing it, and I can finally put Once-ler/Olivia to rest. Who knows what will be in store next? Until then, peace out!**

**GeorgyannWayson**


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